


We Have Two Lives

by RainKiss



Series: The Parker Cluster [2]
Category: Marvel Cinematic Universe, Spider-Man (Tom Holland Movies)
Genre: Animal experimentation featured, Earth-11580, Gen, Gun Violence, Kidnapping, Spiders again, Threats of Violence
Language: English
Status: Completed
Published: 2020-07-18
Updated: 2020-08-08
Packaged: 2021-03-04 20:13:51
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 22,573
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25362190
Author URL: https://archiveofourown.org/users/RainKiss/pseuds/RainKiss
Summary: Ben Parker was born on a warm afternoon after the rains of the 1964 summer.He was reborn on a cold night after the advent of a thousand spider bites in the 2015 winter.But things are far more complicated than housing spiders in a small apartment.
Relationships: Ben Parker & Peter Parker, Ben Parker/May Parker, May Parker (Spider-Man) & Peter Parker
Series: The Parker Cluster [2]
Series URL: https://archiveofourown.org/series/1824430
Comments: 17
Kudos: 21





	1. Disguised Blessing

**Author's Note:**

> The sequel is in Ben's POV. So, that'll be fun, eh?  
> There are no images of spiders in this chapter. I've described them with less intensity here than the first fic   
> (because Ben will experience them differently as Peter did.)  
> Check end notes for more warnings.

The only thing Ben was able to do was _look_ at Peter’s face. 

There were so many things happening, but nothing really made sense except for Peter. It had been cold with fear at first, then hot with a bullet. Then cold again with pain and despair- a helplessness that spread like molasses through his body. 

And then warmth when Peter’s face had come into view. Ben thought his little boy was the most beautiful sight he’d seen in a long time.

Beautiful people made up his family. May was one. No matter the expression or time of the day, Ben would always want to be close to her, listen to her, hug her, kiss her, touch her hand. Touch her in anyway she would let him.

“May?” he tried to say, as though fate would allow him to see her one last time before he had to go.

Before he had to go through a tunnel and see a whole different set of faces, Rich, Mary, Mom, Dad...

Peter’s face shuttered out of his vision. A whole new kind of pain engulfed him almost immediately. His nephew hadn’t been smiling sweetly, or even calm. Tears had been running down Peter’s cheeks. They smelt like salt and anguish.

The next kind of pain sent Ben hurtling through time and space, tiny sharp stabs to his entity. Heat blossomed from his body, cementing his fading soul back to the land of the living. 

The warmth of Peter’s tears seemed to boil away and now there was real heat, pain flooding back into Ben’s veins. Blood followed, his heart pumping vigorously now. Ben screwed his eyes shut, the bullet in his stomach now moving, being jostled by the muscles. 

He groaned, the sound loud in his ears. Peter hiccuped, his breathing stuttering. The boy sniffled and Ben could hear the minute compressions of his chest, of his heart beating fast. The noise of the world came back, with people and insects, animals and cars, helicopters and the wind flowing through the city and the trees. 

Ben sucked in a gulp of air because he’d never smelled anything like this before. The planet was new to him. The skies were dark. Beyond the city that smelled like smoke and the clouds that smelled like rain, he could get the hint of the odd watermelon scented shampoo that May would use a couple of times in the week.

He opened his eyes.

To his surprise, it was Peter staring at him and not May. How odd.

Around them in the shadows, there was a series of _clicking_ sounds, constant and nearby.

“B...Ben?” Peter whispered, touching his face. Ben could feel the prickling skin of Peter’s fingers scratching against the raised bite marks on Ben’s cheek.

Confusion was abundant. So was pain, but that was slowly taking a back step. Ben reached up to take Peter’s hand and look at it. His boy wasn’t a laborer who needed tough and callused hands in a day job. Then why was Peter’s palm so rough?

His hands were bloody too. Ben nearly panicked before realizing that it was his own. 

_Oh, right_ , he recalled. _I got shot._

Ben focused on Peter’s fingers. The tips of his digits were a little shiny from sweat and blood, but past that were the swirling patterns on his skin. Peter’s fingerprints had something growing on them.

Dark brown hairs, microscopic and tough emerged from Peter’s fingers as Ben stared at it, as though his gaze prompted an involuntary response of barbed hairs.

“Ben?” Peter whispered. “Can you hear me?”

Ben turned, wide-eyed and growing alert. “Pete? What’s…”

His voice faded away, eyes slowly adjusting to the shadows around them. There were tiny things, innumerable things moving around, clicking away in the darkness.

_Click, click, click._

**Ben up? Hungry?**

Ben sat up gingerly, his stomach protesting because there was an actual bullet inside him. He could feel the metal moving. Peter helped him lean properly against the wall. He looked up at the many many tiny eyes that were staring at the two of them.

“Ben, I’ll tell you everything,” Peter whispered. “I’ll tell you and May everything.”

Ben couldn’t really answer back because he’d just realized that the thousands of things watching them were, in fact, spiders. 

Peter was dialing a number now, hands shaking. Ben couldn’t look away from the brood of spiders hiding in the shadows all around them. This was something out of a nightmare, but fear wasn’t as high in him as the pain or disbelief was.

“May? Aunt May, it’s me,” Peter was saying in a low voice. 

One of the spiders scuttled out of the dark, making its way slowly towards Ben. It was small, its body was about half an inch in length. Its legs seemed to take up more space, each limb the thickness of a thin earphone wire.

_“Peter!”_ May’s voice burst the unsure quiet of the night. _“Oh god, where are you?! Are you okay? It’s so late, please come back!”_

“I’m… I’m okay,” Peter whispered, eyes darting to Ben. “Um… May, can you pick us up?”

_“Yes! Us? Who’s with you? Is it Ben?”_

Ben could hear May running. The sounds through the phone were slightly flat and echoey. But he could understand that she had picked up her car keys. They jingled in her grip. The floor made thumping noises. May was running down the stairs, leaving the elevator vacant.

"Yeah, it's Uncle Ben. He’s hurt. I… I think we’re okay, but he’s hurt, May.”

Ben could almost hear May’s heart skip a beat. Her footsteps faltered, barely reaching the car in time.

_“Ben’s hurt?! Where are you?!”_

Peter looked around the dead street, trying to find proper landmarks to relay. Ben looked down to see more spiders approach him. They were curious.

He couldn’t really understand it but there was no fright response in him now. Ben laid a hand down, knuckles bumping the cold, wet ground. Another spider joined the first. They skittered forwards, awfully interested in climbing on his palm. Ben almost smiled, but his face stretched the skin painfully and he immediately stopped.

He raised the hand up to his face to observe the spiders. They were a tone of black, with blue stripes running in irregular lines from their heads down their small bodies. The three pairs of eyes of each spider were entirely dark pupils, blinking spastically.

The spiders moved, legs rubbing against each other. The tiny bristly hairs caught each other and clicked as they moved. One of the spiders chirped, **Hungry?**

Ben stared. Hungry? The word was very pronounced. But it was less of a voice, and more of a thought that had entered his mind. As though the spider somehow projected its words into Ben’s head.

Since he didn’t feel particularly hungry, he wondered if the spider was trying to communicate something else.

“Peter,” he called, voice raspy. Peter immediately looked up from the cell, giving him his full attention.

“They’re hungry,” Ben whispered.

Peter’s shoulders dropped. “I just fed them a few days ago.”

“Really?”

“Yeah. A full pig,” Peter said rubbing his nose. Then he caught Ben’s look. “It was already dead when I… I took it.”

Peter looked guilty and Ben had to wonder how desperate Peter must have been to find a deceased pig to feed the little spiders. He looked down at the arachnids still exploring his palm, bumping their legs against his thumb.

“You’ve had an adventure, haven’t you, Pete?” Ben murmured.

Peter ducked his head, looking more embarrassed than afraid now. The spiders chirped.

In a few minutes, May’s car could be heard making a reckless turn on their road. Ben tried to sit up, but Peter's eyes widened in panic so he stayed down. The spiders scrambled away, determined to hide before anyone else could see them. The two arachnids that had been on his palm ducked under Ben’s jacket sleeve, settling comfortably against the hairs on the inside of his elbow.

May brought the car to a screeching stop. She rushed out in a panic, falling to her knees in front of Ben.

“Oh god, oh god!” She cried, touching his cheeks, his arms, and then his stomach. Ben looked at her face, memorizing every inch of her like his life depended on it. She smelled of warm sweat and synthetic watermelon.

She took off her sweater and bundled it up to place it against Ben’s stomach. It felt like a dull stab and the pressure made him groan.

“We have to go to the hospital,” May said, entering into her nurse mode. “Peter, grab his arm, we’re gonna lift him -”

“May, we can’t go to the hospital!” Peter blurted. “We… we have to get him home!”

May looked stunned. “Peter! This is a bullet wound! And it’s still in him. We need to get it out -”

“You can do that at home!”

“What are you saying?!” May’s voice was rising. “He’s already bleeding out! Help me get him into the car.”

“But, May -”

“I can’t understand what’s wrong with you?!” May shouted, eyes tearing up. “Your uncle needs the hospital!”

“May,” Ben called, trying to find her hand. May’s head whipped around to stare at him. 

“I’m okay,” Ben said, trying to sound as calm as possible. “We need to go home.”

May gawked at him and then at Peter. She smelled like tears now, and a bit of meatloaf. Her worn sweater was pulling at the edges of his wound. Her hold on the sweater made it rub around and Ben winced.

“I don’t know what’s going on with the both of you,” May said, eyes narrowing, “But you need to be operated on. It’ll be fast and it won’t hurt. I’ll ask them to put you under -”

Ben placed a hand on her knuckles, squeezing. She looked a little surprised at the strength.

“I’m going to be fine, May,” Ben said, his voice stronger now. “We can’t go to the hospital because there are things we can’t tell. You’ll have to drive us home and you can get the bullet out safely. After that Peter will explain everything that’s been happening to him because those things are also happening to me.”

May leaned back, shocked. Peter nodded frantically as Ben tried to wriggle his fingers around her to hold her hand properly.

_Trust me, May. Please._

After a few seconds, May nodded. She didn’t even need a magical spider bite to hear Ben’s thoughts. May was quiet, but helped Ben stand up slowly and struggle towards the car. She drove them home.

**~~~~~**

The Parkers didn’t have any hard liquor around the house, so the red wine in their fridge had to do. Ben swallowed down a few gulps, feeling his head reel a bit. It’d been a while since he’d gotten drunk.

Ben laid on his back on their bed and May used kitchen scissors to cut out his shirt over the wound. Peter brought boiling hot water in a bowl and placed it on the nightstand. He deliberately looked away from the open wound that May was silently cleaning.

From Peter’s room, clicking sounds could be heard. The spiders must have followed them to the apartment. Peter jerked his head to peep at his closed door before looking to Ben silently.

“I had one weird toddler today,” May whispered, sterilizing the delicate tongs. Peter took Ben’s hand and sat beside his head.

Ben was glad she was talking. He tilted his head back, focusing on May’s steady voice. Peter smiled. “What did they do?”

“She sat perfectly still for the shot. But didn’t like the candy I offered and began to yell.”

Ben kept his eyes on Peter’s growing grin while May carefully pinched the now cold and heavy bullet that had settled a few inches below the skin, having missed his belly button. She extracted the metal out and Ben breathed, crushing Peter’s hand. The kid winced, but put on a brave face.

“Candy is very important, Aunt May,” Peter said. “She was clearly not satisfied with the level of treatment.”

May picked up a wickedly sharp and curved needle, threading it easily and dipping it into the water. “In my experience, most kids like the colorful ones. But this baby was one of a kind. She didn’t want no stinkin’ candy!”

The needle went in and out. Ben tried not to hold Peter’s hand too tightly, but it was a failing cause. Peter didn’t mind at all, giving Ben a wide-eyed look, probably from the sight of May stitching him up.

“What did you do then?” Ben whispered, voice hoarse. He felt the needle and the thread pulling through and tried to distract himself. His ears pricked. He heard May’s measured breathing, heard the snip of scissors as she cut the thread. He heard the clicks of spider legs as they settled in Peter’s room. He could hear Peter’s pulse go down to a more normal pace.

“I gave her a few stickers. Now that, she appreciated,” May cleaned up the closed wound, taking care to not pull the skin. Ben looked at her and she met his eyes.

“Sometimes, stickers just trump candies, don’t they, Pete?” Ben muttered, still staring at her soft brown eyes.

May blinked rapidly and swooped down to kiss him. If there was anything better than having a bullet removed from your system, it was May Parker kissing you.

“You could have died,” she whispered, tears building up again. “I don’t get it. Your face is all cut up like a rash, you got _shot_ … how…”

Ben held her hand close to his chest and looked towards Peter. His nephew finally took in a deep breath and began to talk.

Everything from the trip to Horizon Labs, about the secret hall with the mysterious control panel, the spider pit, the bites,... the increased senses and strength,..., the strange doctor’s visit where Dr. Montoya was actually Max Modell,... the dead pig,.... breaking into Oscorp Tower…

Peter brought his backpack into the room to search for the device he’d stolen. Ben tried to sit up again, but May placed a hand on his shoulder. She wasn’t pushing him down, but her fingers curled into the fabric of his shirt.

The bag unfolded, and Peter pulled out a slim, grey, rectangular metal box. It barely fit in his palm.

“It’s a portable drive,” Peter said, not looking up from it. “Dr. Modell was transferring all his data about the spiders into this.”

May was stunned. “You… Peter, you broke into an office and stole their drive?”

“Did he see you?” Ben asked, alarmed. May shot him a look. Peter grimaced.

“He saw me outside the building. I ran.”

“Nobody saw you inside?”

“No.”

Ben felt like he could breathe again. The story was insane, but there was some good news. This Modell guy couldn’t be trusted if he was actively doing animal testing using radiation.

“Ben, this isn’t a good thing!” May argued, surprising him. “Peter, I can’t believe you! You didn’t tell us what happened in the labs before! Why didn’t you say anything? Why didn’t you say that Dr. Montoya was after your blood?!”

Peter dropped the drive on the bed. “I didn’t know how to say it! I didn’t think you’d understand!”

May dropped her head in her hands, trying to calm herself. Ben took Peter’s wrist and said, “The lying didn’t get you anywhere, son. I know you’re scared, but we won’t hate you for something like this. It wasn’t your fault.”

Except, Peter wasn’t completely blameless here. He did steal a pig and a drive full of information.

May didn’t seem to know how to react. Ben turned to look at the door to Peter’s room. It was partially open. A few spiders were clinging to the doorknob, curiously looking at him, clicking slowly.

“You said you could talk to them?”

Peter wiped his nose with his sleeve. “Yeah…”

“I think I can do the same,” Ben sighed. May and Peter looked at him, speechless.

“You got bit too?” she asked, eyes growing wider than possible. “How? Why didn’t you…”

Her voice trailed off and she was staring at the tiny bites on the sides of his face. “Oh.”

Ben tried to smile, but his skin still felt stiff. “They saved me, May. We have to help them.”

Peter’s head jerked up, looking so hopeful and delighted that Ben wouldn’t dare to go back on his word.   
  
May was the opposite. She was horrified and resigned.

The spiders chirped.

“Ben,” May said. “What are you… what do we do with them? There have to be hundreds of… _spiders_ in that room. How can we look after them? We know nothing about spiders.”

Peter looked disheartened by her words, but Ben grinned. May might be reluctant, but she kept saying _We_. She wasn’t leaving them, even if she didn’t understand the feeling.

“We can do some research. Peter got Modell’s drive, let’s use it to figure out what to do,” Ben explained, placing his head back on the pillow. “These spiders aren’t normal, they can obviously pass on some kind of radiation to the people they bite. It healed me, May. I’m feeling better already, trust me.”

She rubbed her eyes, lips turned down. But she didn’t let go of his hand.

“Pete, you said Ned and Michelle know about you?” Ben asked.

Peter nodded. “Yeah… yeah, Ned found out a few days ago. He also helped me escape… and Michelle was following up on Oscorp’s animal testing case. They won’t tell anyone, promise!”

“The less people know, the better,” Ben sighed. The buzz of the wine was fading and the throbbing in his stomach increased. It was bound to hurt for a few days, but it would heal up, he was certain.

“You said Modell disguised himself as Dr. Montoya?” May spoke. Peter nodded vigorously.

“The clinic has cameras and registers. They would have caught him,” she continued. “We can prove that he committed fraud, posing as a pediatrician. There are strict penalties, we can send him to jail for that.”

Ben stared at her. He’d fallen in love with her for a reason and this was it.

“Oh,” Peter muttered after a pause. “So, I didn’t have to break into Oscorp to steal the drive?”

Ben’s laugh burst out of him, agitating his heavy chest and sore stomach. “Ow… Peter, please.”

May sighed, running a hand through Peter’s hair. She gave him a small smile. “Petey, you’re the smartest and silliest boy I’ve ever met.”

He sniffled a little.

“We can still use the drive, to find out how to take care of the spiders,” May added. “But threatening him with a lawsuit and jail time is good enough to keep Modell off our case, especially if only one person was involved in this.”

The tension in Peter’s body evaporated. Ben hadn’t even realised how much burden had been contained in the little boy until now. He should have spotted it before, but he’d been so preoccupied with his own troubles…

Ben looked over at the spiders still waiting at the entrance to Pete’s room.

“I probably should have told you this before, Pete,” Ben said. “But there was a reason why May and I have been a little secretive.”

Peter sat up immediately. “It’s okay, Uncle Ben. You don’t have to say it. I trust you… or is it bad?”

May gave Ben a small smile. “This boy. Ben, what’re we gonna do with him?”

“Probably spend the rest of lives cherishing him,” Ben sighed dramatically. Peter’s giggle worked better than any medicine. Still, he had to say it.   
  
“Something happened last week and we have to tell you about it."

Peter listened solemnly, nodding.

"I left my job two weeks ago," Ben finally said.

Peter dropped his shoulders. "You… You left your job?"

Ben smiled sadly. "There were some issues at work. Departments had redundancies and transfers offered to everyone. Either I move to Wisconsin to keep my job-"

"At a lower salary," May muttered.

"Or I take redundancy."

Peter swallowed. "Is that really bad? That you don't have a job anymore?"

Ben gave him a smile. Peter had spoken in the same tone that he would use to approach a dire situation. It was a voice used when he’d fallen off his bike at age 6 and scraped his shin. The mournful words let Ben know how distressed his baby was. It was the same when he'd had to say goodbye to Harry Osborn at age 10.

(The same tone even when he'd been left behind by Mary and Rich.)

And Ben would always smile to say that no matter what happened, he'd be there to help Peter deal with it, and things will turn out alright.

"It's not too bad," Ben said. "It just means that we’ll need to be a little thrifty around home. I know none of us are extravagant with cash, but I'd like us to be more cautious."

May squeezed his hand. "We'll manage. I can take up a few shifts over the weekends till you get a more permanent job than working at Julio's."

Ben looked at the stitches on his stomach. “Might take a while.”

**~~~~~**

The three of them slept in the same bed. It was nearly 2 in the morning. Even with the lights off, Ben could see relatively well in the dark. The noises from outside were prominent enough to keep him awake for a long time. The horns, the loud voices - city noises would never let him sleep.

To distract himself, Ben watched Peter’s face, absolutely relaxed and at peace. Peter must have been exhausted after his action-packed day and night because he’d nodded off immediately, curling into Ben’s side and clinging to his arm. He was glad to know that Peter still felt the same comfort that Ben tried to extend even after so many years.

May was turned on her side, facing Ben. Her eyes were closed, but her breathing was a little too shallow for him to believe that she was asleep. 

The spiders in Peter’s room were mostly active, clicking slowly as they moved about, exploring the small quarters. Ben could hear miscellaneous words being thrown about as they searched for food even though there was none. Peter’s idea of using a freshly killed pig sounded horrendous at first, but the more he thought about it, the more Ben realized that it was probably a better avenue since spiders could turn cannibalistic if left to starve for too long.

And worse, if they went out and tried to eat a person, that would be a no-turn-back point.

“Ben?” May whispered.

“Hey,” he said, turning his head. She was looking at the bites on his face. Her fingers prodded his skin.

“They look better,” she said. “Just like Peter’s did.”

Ben recalled the odd assortment of rash he and May had seen on Peter’s back. What had she said? MRCA? MYCA? YMCA?

“I thought it was an MRSA bacteria infection,” May laughed breathlessly. “But… that kind of infection can also be mistaken for some types of spider bites.”

Ben smiled. His face didn’t hurt as much before. “Nerd.”

Her eyes met his and she wrinkled her nose, “Jock.”

“Smarty pants.”  
  
  
“Douchebag.”   
  
  
“Hey now,” Ben whispered. “You married this douchebag.”

May’s eyes looked watery again. “I could have lost you tonight. Pete and I could’ve lost you.”

Ben’s arm curled around Peter’s form, fingers scratching the back of his shirt. He remembered Peter weeping and shouting for help. He remembered when the cold, bloody night turned hot with pain and noise.

“But you didn’t,” he said, feeling tears on his cheek. He couldn’t bear to see May cry. “I’m right here, love.”

“It got so close… if it weren’t for the… those spiders, Peter and I would be in this bed alone.”

Ben closed his eyes, his entire body flinching. He could imagine it so easily. Just one bullet could have ended his life and the Parkers would have been cut down to two.

Peter sneaking into Section #11-580 had been a blessing in disguise. Ben didn’t want to think of him falling into the pit and being bit by so many spiders. He hated that it had happened, but if it led to him being alive…

Would they even be in this situation if Peter hadn’t sneaked away on his trip? Would Peter even have fought with them? Would Ben have been shot and left to bleed out?

But that wasn’t the case. They couldn’t spend their energy on the what ifs. If Ben kept running on this thought process, he’d end up exactly where he was ten years ago, when Rich and Mary dropped off the most precious thing in the world at the safest place they knew.  
  


And never returned for him.

Missing files had been reported on the young Parker couple but no new evidence turned up until agents from a faceless organization rang their doorbell one day with vague news of a plane crash.

Moving on from that point, with no closure and no answers, had been drudgery. May helped Ben to his feet everyday and Peter got him moving around, _doing_ something. Obsessing over the buts and what-ifs got him nowhere back then.

In the present, Ben had to focus on the now. They both had to. Ben was healing from the wound thanks to the spider bites. End of story.

He shifted on the bed and leaned his head towards May. She kissed him with a sigh, a breath full of life.  
  


Confucius put it best: We have two lives, and the second begins when we realize we only have one.

“I’m here,” Ben whispered to her. “I love you so much, May. I’m not leaving you or Pete.”


	2. Uncle Variable

**Summary for the Chapter:**

> “Looks like you’re on speed,” she said through her mouthful. “Next, you’re gonna say you can fly.”
> 
> “No,” Ben rolled onto his back and kicked up from the floor, landing neatly on his feet. May nearly dropped her mug.
> 
> “I don’t need to fly when I can jump!” He was confident that he could jump high enough to touch the ceiling. He felt his blood sing with adrenaline. He bent his knees, reared his hands back and pushed off from the floor.
> 
> He nearly bashed his head against the ceiling. May shrieked and actually did drop her mug. It hit the ground, shattering to pieces, spilling coffee everywhere.
> 
> Ben struggled to jostle himself, but his forearms were now firmly stuck to the ceiling. His body simply dangled in the space.

**Notes for the Chapter:**

> There are no embedded images of spiders in this chapter.  
> More chapter warnings in the end notes.

Ben and May were able to get a few hours of sleep. Sunday morning was bright and cozy. Ben snuggled up to May underneath their comforter, wishing he didn’t have to move. He was absolutely fine staying in bed for a good long while.

Keeping his eyes closed, Ben felt his stomach, running his hand over the neat stitches. Last night really did happen.

He didn’t know where they would move from now. He had no clue about the immediate future, much less further ahead. Right now, all he knew was that he was out of a job. He’d survived a mugging thanks to a colony of spiders biting him a hundred times.

And that the bed smelled of May and Peter. 

Clinging to the comforting reality, Ben silently thanked the spiders and relaxed, planning to celebrate life with a few more minutes of good sleep. 

Barely half an hour later, he could smell pancakes burning in the kitchen. May’s breathing stuttered. She stretched his arms and rolled over. He opened his eyes and saw her crusty, not-all-the-way-awake smile directed to him.

“Pete’s cooking?” she asked, the sleep audible in her voice.

“He’s tryin’.”

She giggled, eyes lighting up. “I love you.”

Ben smiled, lazily reaching up to kiss her. With a bit of help, he was able to sit up in bed. It felt glorious to feel his muscles knitting back together on their own. 

The feeling went away when his stomach rumbled.

“Ooh,” Ben winced. “That hurt.”

May patted his shoulder. “Let’s get you to the bathroom first. Can you stand?”

Peter was done with his trial and error run of the pancakes. The first set had come out pretty scraggly, but Ben noticed that he’d brought the least burned ones on a platter.

“Breakfast in bed,” Peter chirped, placing the raised tray and platter over Ben’s outstretched legs. May brought a glass of milk as well.

“I’m starving,” Ben said, realizing a moment later that was the absolute truth. His stomach had been making very strange noises which had nothing to do with the wound and stitches, but in fact with plain, ol’ hunger.

“This smells good, Peter. I hope there’s enough for everyone,” May teased.

“Just the three of us,” Peter assured us. 

May looked confused until she peered at the bedroom door where a few spiders were scuttling on the rug. Ben did his best not to laugh. She wouldn’t like that.

“They don’t eat pancakes,” Peter explained.

“No, they eat pork, apparently,” she said, shuddering slightly.

Ben stabbed a pancake. “Oh, so you're fine with bacon but not pork?"

Peter muffled his laugh into a cough. May wrinkled her nose but relented.

She didn’t start her next shift until late noon the next day, so the Parkers mostly stayed home on Sunday.

Ben’s appetite increased by mid-day, which May said was a very good thing for recovering patients. She still made sure to check the stitches, ready to stave off an infection if it happened.

Peter opened several tabs on his laptop about spider tidbits for Ben to research on feeding habits and living spaces. While May went out to buy groceries, Peter introduced the spiders to Ben. He’d named about twenty of them after Star Wars characters and set about naming another fifty spiders after characters from Star Trek, Harry Potter, and Lord of the Rings. Ben had no trouble believing none of them would recall the names.

“Spiders molt,” Ben said in surprise.

Peter looked up from the rug. About two hundred spiders were crawling over his legs, stomach, and back. The rest of the cluster stayed mobile, scuttling over the bed by Ben, exploring the tops of the wardrobe, and crawling inside the small closet. Peter had locked the bathroom door and told the little curious arachnids to not go in there.

There were a thousand spiders in the room and Ben was getting used to their presence (a little too easily). He kept nudging them off the laptop screen so he could read the article.

“What’s molt?” Peter asked. 

Ben held two of the spiders up for Peter to see. “I’m guessing they’re super young. Maybe about a year old, but young spiders molt. It means shed.”

Peter wrinkled his nose. He looked like May with that expression. “Shed like a snake?”

Ben laughed. “Something like that. A snake sheds its old skin. A spider has an exoskeleton that doesn’t grow with them.”

Peter nodded, understanding. “So, if ours don’t shed, it means they’re more than a year old?”

Ben scrolled down the page, with a sigh. “Not really. Some spiders molt all their lives. But the younger ones do it more frequently.”

The spiders clicked curiously at the image of a tarantula on the laptop screen. Ben scrolled back up, feeling distinctly like he was averting their eyes from an R-rated sight.

“I haven’t seen them molt,” Peter said thoughtfully. Some of the spiders were chirping excitedly, running through his hair. “But can you imagine if they all did it at the same time?”

Ben shook his head, trying to hide a grin. “That’d be a chore and a half. We’ve got enough things to do. Even if my hours are not as hectic as before…”

Peter’s head snapped up, eyes wide. “Oh! About that! I think I know what we can do for money.”

The spiders sensed his brightened energy and began to crawl more sporadically. Ben watched as they tried to crowd around Peter.

**Happy? Excited?**

**Hungry? Hungry?**

“What d’you mean ‘for money’?” Ben narrowed his eyes. Peter blinked. He grew shy at the inquisitive look. 

  
  


“Oh… I was thinkin’...”

“Thinking what?”

Peter placed his hands on the ground to let some of their brood climb up to cover his limbs. He watched them scuttle over his skin and said, “I was thinkin’ I could get a job too?”

Ben’s shoulders dropped. Ever since he’d quit his job at the plant, Ben had been floating around, in despair of losing something that had been such a long and successful part of his career. As a senior electrician, he’d outgrown many people in several other departments and nearly everyone had been replaced by younger personnel who saw him as someone who weighed down the system and the process.

Change was inevitable. Ben hadn’t been ready for it then and it had destabilized him. Sticking to his moral ground hadn’t worked and now May was the only person in their little family with a steady income. He couldn’t let that burden fall on her alone. He couldn’t let Peter tackle this issue as well.

Ben had to do better.

“Petey,” He said. “We’re hanging on. It’s okay. You’re only fourteen and you just started high-school. You need to focus on that.”

“But, I can help! I can multitask!” Peter carefully let the spiders drop off his arms. Then he climbed onto the bed and lay beside Ben on his belly, propping his head up. “I can get a part-time job at a store like Julio’s. Then you can quit there and search for a job you really want!”

“Pete, people just won’t hire a kid—”

“Mr. Delmar would!” Peter disagreed. “He’d let me do some stuff like make sandwiches or stock the storeroom! Just a couple of hours a day, every day! And it’s proper labor, the kind you always say a grown-up should learn to appreciate!”

“But you’re not a grown-up,” Ben pointed out.

“Yeah, but if I do it, then I’ll appreciate store workers… and people in retail.”

Peter’s voice went down again as a memory flashed past his brain. He swallowed and said, “I won’t complain about it. Promise.”

Ben shifted the laptop away and pulled Peter up by his shoulders. The kid looked surprised by the sudden show of strength. Ben had never bodily lugged him around like that since he’d been younger and tickle fights where the theme of the day.

Ben hugged his boy.

“Peter, I want you to listen to me very carefully,” Ben spoke into his curls, sniffing at the layered spidery and human scents. “As long as I can offer you a roof to live under, I will never make you take on more than you can afford. You’re a child, my darling. I want you to focus on you, your school, and your friends. You’re still learning life and where you are in it.”

Peter brought his arms around Ben’s mid-section, mindful about the injury.

“It’s kind of you to offer, but May and I will handle this. We’re okay for now. If you want to start working, it’ll be somewhere you want to be, in a field that truly deserves your talent. Sometimes we need to work for money. But if we’re lucky, we can put in the effort solely for ourselves and the ones we care about. For now, I want you to not worry about our finances. We’re stable, even with me drifting. We’ll be okay.”

Ben waited for Peter to sniff and nod. He rubbed his nose on Ben’s collar.

**~~~~~**

The more Ben read about spiders, the more problems they seemed to have. Spiders love spinning webs, making their own homes within whatever corner or nook they claim, whether it was inside a human house, or in the forest. Some spiders weave their exoskeleton into the web, while others discard it. Some spiders quench their thirst from tiny dew droplets because any pool of water bigger than their bodies proved a danger to drown them.

And most of all, spiders definitely didn’t live in large groups. At signs of starvation, they turn upon one another, the larger ones eating the small and young, the female feeding on the males for survival.

But these ones, the Parker spiders, they thrived with each other. They conversed thoughts more than food, mating, and survival. They asked about **nice May** and **nice Ned**. They asked about Peter’s worry for them, May’s fear of them, and Ben’s healing wound. They talked to Peter and Ben, learning new things with every conversation.

And while the question of **hungry** might be at the forefront of their minds, it wasn’t the only thought.

Peter was right. He and Ben had to help them, but keeping all these spiders in Peter’s room could only be a temporary arrangement.

“Dr. Modell’s drive could have that info,” Peter said, perking up.

Ben tried not to frown. “The man kept those spiders in a pit, Peter.”

“Yes, but he must have fed them something!” Peter kneeled, careful to not crush any of the jumping arachnids. “Maybe he only kept them in the pit for experiments?”

That made sense. Ben nodded, sitting up. “Good point, Pete. But you said the drive could have a tracer?”

Peter picked up the portable drive that had been languishing on the bed by Ben’s socked feet. “It looks like a regular kick we can get from the store, but I really want Ned to decrypt any routines that can trigger a trace.”

Ben huffed. “Okay, I’ll pretend to understand that. Basically, we need Ned to make sure we’re not caught using it, right?”

Peter rolled his eyes. “It’s sort of like… like that really old movie with Arnold Schwarzenegger! You know, the one with the witness protection program? He’s this chill spy-like guy who works off-grid and saves lots of people by giving them fake names and new lives?”

“Eraser,” Ben replied, laughing. “Yeah, she… what’s her name… Lee? Yeah, Lee’s a whistleblower and needs protection because she has top security information… that was a good movie.”

Peter placed his folded arms on the bed. “Yeah, so remember when she tried to open the files on the copy of that disk at her home? The baddies could trace her from the office!”

Ben sat back. Right. At the time, it had looked so cool. Now, it just reminded him of how sensitive the information could be on the drive. They needed to be careful.

Peter’s school of geniuses was really a help here. Ned was a computer whiz and had been one since the age of nine. He had always been tiny and terrifying to Ben ever since he’d managed to recover a lot of lost files at Ben’s old job when one of the newbies had accidentally deleted a folder. Ned had also predicted that May’s hospital would switch from paper files to digital within two years, which it did.

Although he had been wrong about pagers. Doctors still use pagers. 

“And Ned knows about the spiders,” Ben recalled. “Also about your break-in.”

Peter blushed. “Yeah… he’s cool. He’s not a narc.”

Ben truly didn’t want to rely on Peter’s friends for this. They were far too young to get involved in deep-seated details like this. But Ned was the only one they knew with the technological know-how to, as Peter said, decrypt any tracers in the drive.

Ben had to think it over for a bit. Peter sat down, looking sullen enough to stay quiet.

He began checking feeding habits of jumping spiders when his stitches began to itch. It took a bit of self-control to not just scratch the skin. He held back, focusing on the page in front of him.

**Pain?**

Ben looked down and saw one of the spiders that Peter had named ‘Leia’, sit on his knee. She blinked her eyes rapidly, generating clicking noises with her legs.

**Sensitive** \- Ben told her. He was sure that May had done an excellent job in cleaning the wound and stitching it, and now it was tender to the touch. He let Leia jump from his knee to the laptop, tapping her legs on the keyboard. She was much too small to actually press on the keys, they all were.

Peter said, “Solo says your stitches are hurting.”

Ben gave the mentioned spider a look. “They’re not hurting. I can feel the pressure of the thread, it’s just sensitive.”

“Are they itchy? May said we need to watch out for an infection.”

He pressed a careful hand over his belly. “I’ll check. It should be fine.”

Setting the laptop aside, he lifted his t-shirt to examine the sutures. They protruded from the skin, oddly misshapen. Ben traced the thread and could almost feel the skin protesting the foreign material interwoven.

“Holy shit!” Peter cried, climbing onto the bed.

“Language, Pete. It’s fine. It doesn’t hurt.”

“But it looks different!”

Peter pointed at the stitches. “When May tied the thread, it was flat down. But now, it looks like the skin is pushing it out!”

Ben craned his neck to get a good look at the sight. The skin was not as angry and red as it had been last night, but he could feel the difference. Peter was right.

He’d practically healed from a near-fatal gunshot wound overnight. Ben breathed shakily, trying to calm his racing heart.

Peter looked at him, wide-eyed. “That’s hardcore, Uncle Ben! You’re like a superhero.”

Ben gave a weak smile. “When your aunt comes back, she might have to remove the stitches. Let’s reserve the superhero comment for her, shall we?”

His kid nodded, staring at the stitches.

Ben heard May’s car from nearly a block away. He could hear a hundred different things from inside and outside their apartment, but May’s voice was like a beacon. She was humming to an old McGuire Sisters’ song.

She parked the car in the basement and bundled up the groceries into the elevator. 

Peter sat up. “May’s home.”

Ben helped him herd all the spiders back into Peter’s room. They chirped mournfully and Peter pleaded with them. May would not be thrilled to see all the crawlers scattered about in the master bedroom. Ben nudged Leia and another spider, Luke, off of his laptop. They immediately crawled up the walls, jumping into the safety of Peter’s room.

May unlocked their door just as Peter closed his. She seemed none the wiser, letting herself in with two bags of food.

As a surprise, Ben carefully stood up from the bed and walked into the living room. His feet had developed pins and needles which did not abate even as May gasped.

“Ben! You shouldn’t—”

“It’s fine,” he grinned. “I’m fine.”

May dropped one of the bags onto the floor and gulped. “Don’t give me an attack like that, Parker.”

“I didn’t mean to, Parker,” Ben chuckled, slowly walking forwards. His knees shook a bit, but he had no trouble reaching May and enveloping her into his arms.

“You’re fine,” she whispered, hugging back. 

He kissed her head. “Hale and hearty, Parker.”

Peter joined in, nearly jumping on the couple. “His body’s pushing the stitches out!”

May pulled back, eyes popping. It took only a few minutes for them to explain it before showing her the closed wound. She just sighed and told them to quit being silly. May would not be touching the stitches till she was satisfied that the wound had healed properly.

She had thought of bringing takeout from _Prachya’s_ but decided on a better, easy home-cooked meal. And so, they celebrated that night by having lazy meatballs for dinner. Ben couldn’t stand for too long but still managed to sit at the table and help roll the ground meat into small balls. 

“I have the night shift this week,” May told them as she added the rolled meatballs into the pot for cooking. “Ben, did you call Julio’s to inform them you won’t be working at least two days?”

Ben groaned. “I knew I’d forgotten something!”

Peter, who was clearing the platform, looked surprised. “So, that's your new job?”

“It’s not permanent,” Ben explained. “I need to update my CV and start applying for proper trade positions. Julio was kind enough to let me temp at his store for a few weeks.”

Peter was about to open his mouth, looking so resolute that Ben knew what he was going to say. So he quickly nipped that in the bud.

“Peter, we’ll be fine,” He said. “I just need a few days before I can get back on my feet. Besides, we need to think about the spiders too.”

May flinched a bit. Peter stared at him. “Er… yeah, we have to… what?”

Ben had hoped this conversation wouldn’t happen so soon, but here there were. He took Peter’s hand and said softly, “These spiders need some place better than what we can offer, Pete.

“But—”

Ben shook his head. “Staying here isn’t a long term suggestion.”

May held her breath, almost panicking. She took a quick detour to the kitchen. The casual body language in Peter’s sitting form changed at once. He looked up in alarm. “We’re… not letting them stay with us?”

“There are about a thousand of them, Pete,” Ben said apologetically. This house is not an ideal place for them to live in. They need a better environment to explore. They need to be away from people.”

“Ben—”

“They’re fine with us, but May scares them as much as they scare her. And there are people living in this building. All the human smells, all the pet sounds, it’ll cause a lot of anxiety. Even Mrs. Vouvali’s cat would be a danger to them.”

Peter looked distressed. “I think they’d just eat Sparky.”

Ben winced. “And there’s that. There are so many of them, we have to make sure they eat properly. Or they’ll start eating each other.”

The mood took a drastic change. Peter looked down at Solo perched on his elbow. “They liked the pig.”

“That’s good, Pete. We can get them another.”

“We’ll have to steal one,” Peter muttered. “No one’s gonna sell a freshly killed pig to us once a week.”

Ben looked at the spiders conglomerating on his arm. “They usually like excess meals. That’s why they wrap their kills. And we need to feed them water very, very carefully. Bottom line is that they’re not staying in the house.”

Peter looked absolutely downtrodden. “But they won’t hurt anyone! I promise to keep them in my room, Aunt May won’t have to see them at all—”

“What kind of life would that be for them, Pete?” Ben asked carefully.

Peter’s entire energy drooped. 

“They need proper food,” Ben said, squeezing Peter’s hand. “They need a better place to live in. This apartment full of people won’t help.”

Peter nodded, but it was a quiet agreement. Ben gave him a brief hug and they walked into the kitchen to see May staring into the fridge. She looked up and caught their nephew’s sad form.

“It’ll be okay, Petey,” May smiled tentatively. “You can try and figure out what other kinds of food they can eat. Ben and I will think of places they can stay. Maybe we can release them in Forest Park. A few hundred spiders can thrive there, I’m sure.”

Ben cringed. “It’s… May, darling. It’s a little more than a few hundred spiders.”

She blanched. “Don’t tell me how many there are. Just… don’t.”

Peter smiled through his pout. Ben pressed his lips together, nodding. 

**~~~~~**

Peter went to school on Monday after bidding goodbye to each and every one of the spiders. It resulted in him being late, so May huffed and puffed and agreed to drop him off. Ben kissed them both as they ran out the door.

The first thing he did was make that call to Julio. After Ben had apologized half a dozen times, the store owner made it clear that he was fine with him for taking a couple of days off. Muggings were serious cases.

Next, he began to make a list of possible places where a thousand spiders could live happily. Somewhere without human interference, but good space. Not too much space but just enough for each spider to have its own territory. 

There was no way Ben could manage to find somewhere like that. May’s idea of Forest Park wasn’t so great because of natural predators such as birds, lizards, centipedes, even wasps and other spiders. In fact, some non-venomous spiders are known to feed on the ones with venom. It really did matter based on size. 

These little spiders currently cohabiting with Peter were just a smidge larger than the average jumping spider. They were just as cute too.

Jumping spiders didn’t have lethal bites though. And the designs on their backs were very different. Ben made a note of that before continuing to look up preferable environments, like before. He read that jumping spiders were pretty common to find. People often saw them in gardens or in tiny corners of the house.

They make very good pets. Interesting.

Ben really wished they had enough space to actually house these spiders. But the Parkers weren’t that well off to own their own building or plot. 

Peter could be right about Modell’s drive, though. Maybe it could have information in there about how to take care of such a massive number of spiders.

The creatures were roaming the living room. Ben had warned them to run back to Peter’s room when May would return. He walked around the house to stretch his legs, turning his mind over everything he’d read.

Ben drew them all back. “Come on, kiddies. May’s gonna reach home any moment now. Back to Pete’s secret base.”

They didn’t get the joke. The spider clustered around his feet and he had to watch his step to avoid stepping on any of them.

Peter’s room was messier than usual. Since May was refusing to step into the place and Ben hadn’t been to this part of the house in a while, their boy had clearly seen fit to not bother about the strewn about books, action figures, and Lego sets. Even his Mets pennant had been knocked off the wall.

Ben found the blue pennant hanging off the edge of Pete’s headboard and stuck it to the wall again. Five spiders scuttled up to it to poke their legs at it again. Ben laughed, picking them off the pennant.

“Let’s leave that be, huh? Show me where you sleep.”

Luke and Leia, the most active spiders, jumped up to show Ben the most glorious part of Peter’s room—underneath his bed.

Peter had shoved an old empty laundry basket under the cot ages ago. Ben turned the basket upside down to resemble a holey, plastic cove. The spiders were already building webs in it.

That wasn’t the only place. Ben found webs in the corners of Peter’s closet, behind the headboard, above the shelves, and around the posters that were pinned up on the walls.

They really needed to find a better place for the spiders. Peter’s room was barely working as a temporary solution.

Ben noted Luke standing on the window sill. Some of the spiders were weaving right outside. He sighed.

“Guys, come on. Let’s not build houses on the fire escape. It won’t do anyone any favors.”

He tried to usher the finicky arachnids indoors. Some of them squealed unhappily, so Ben gave a soft smile and began to hum. He didn’t know how, but the tune soothed the spiders and they climbed back into the room without too much of a fuss.

He was good with them, that’s nice to know. Ben poked his head out of the window to search for stray spiders. His eyesight was sharp, drastically sharp. He no longer needed his reading glasses to see things close to him, and his 20/20 vision was more like 100/100.

(He didn’t know how vision was measured.)

But what he did know, was that four floors from where he was, the ground was in high definition. He could see the old moving boxes strewn around from when the Jacksons had shifted into the building two weeks ago. He could see the iron fence that cordoned off the public pavement from the building’s small bit of plot on the side that was used as a space for the tenants’ trash disposal. There was a dumpster positioned right below the end of the garbage chute.

Ben could see the grimy dirt and bits of trash littered around the place very clearly.

He could also see a manhole cover just feet beside it.

It looked innocent, laying there in its slot. Like there was nothing to it.

Ben leaned back. The boroughs had an extensive underground system for trains, water, gas lines, and sewers. Could he… could there be space for a thousand spiders?

No, that was silly thinking. Going underground with no sunlight, no plants, no prey to feast on… that wasn’t ideal. Ben didn’t like the thought of leaving the spiders in the sewers.

The rev of their car brought him out of the idea, thankfully. May was a signal away from their building. It was alarmingly easy to find her amidst the chaos of the city. And while his hearing wasn’t as striking as Peter’s he could pinpoint May before Peter could.

By the time she was walking through the door, Ben had closed Peter’s room. They looked at each other and began at the same time.

“So, I was thinking—”

“I had a thought—”

May and Ben stopped and laughed. Ben held a hand over his stitches, careful to not aggravate them.

“Nearly twenty years, Parker,” May chortled. “And we’re still not in sync?”

“Aw, you break my heart, Parker,” Ben shook his head. “I had an idea about the spiders. Might be a lousy one, but it could lead somewhere.”

May scrunched up her nose. She looked absolutely adorable with that look. “Somewhere not in this apartment?”

“Not in this apartment,” he assured her. “This place is far too small for them and way too populated with predators.”

“That too,” May muttered, dropping her purse. “I was thinking about Modell.”

Ben perked up. “What’s your plan of action?”

“We blackmail him using the fake doctor position at the clinic.”

May sometimes never bothered beating around the bush. Ben had to take a steadying breath. “May, honey. Blackmail isn’t a good thing.”

She frowned. “He was probing Peter with all those questions! And the more I think about it, the more I’m absolutely sure that he was after Peter’s blood! He’s not getting away with that. I’d report him, but that would mean surrendering the spiders. It would break Peter’s heart and probably yours if this psychic connection the two of you have with the creepers is a big thing. _That_ won’t be a good thing.”

She and Ben sat on the couch. He tilted his head towards her. “Good points for the blackmailing… but, that’s not the way we do things, is it?”

She folded her arms, displeased. “If this was a normal problem, I would have suggested a normal solution. But this thing, your wound, Peter’s energy levels? He said that he kept having sensory overloads, that’s why he was running away! We can’t explain this to any authority without them dragging you and Pete for questioning.”

Ben could see where she was getting at. May was worried they’d be taken for experimentation. Which, given the circumstances surrounding the spiders, wasn’t farfetched.

“You remember when Peter was telling us about his… Oscorp espionage phase?”

May pressed her lips together. “How could I forget?”

“He said that Modell was talking to someone on the phone. Someone like family,” Ben said slowly.

Her eyebrows rose. “Ben Parker… are you suggesting we threaten his family?”

The utter drivel of the conversation hit him in the heart. May was the one-word answer to where Peter got his tenacious nature, his one-track mind from.

“No,” Ben patiently said. “If Modell has people he cares about, there must be a genuine reason he’s so desperate to get the spiders back.”

“Other than being a power-hungry evil scientist,” May surmised.

“Yes. That could have been his boyfriend or husband, we don’t know.”

She looked sympathetic. “Ben, darling. Some people can have the most wonderful and supportive family and still be evil. And some others can have absolutely no family and still be the kindest people you’ll ever meet. It’s not just about the environment, it’s about what you choose to do.”

Ben thought that was very well put, but… “It’s also about what you’re allowed to choose. But we don’t have time for the what-ifs, I suppose.”

She smiled. The reaction gave him some hope. He straightened up and added, “But there’s more to this and we need to find out if we’re going to stand up to him.”

May steeled her jaw. “I’m in. What d’you have in mind?”

**~~~~~**

They spent the next few hours figuring out everything they needed. The spiders gave Ben a rough location of where Peter had found Modell’s house. Just north of Central Park was the home of Hector Baez and Max Modell. 

Modell initially worked at Oscorp before switching to Horizon Labs, a few years ago. It wasn’t that huge of a deal since the same board of directors headed both companies. Even Osborn had an office in HL.

Baez worked at Horizon Labs as well, but as a lawyer. Ben couldn’t be sure if he knew about Modell’s experiments with the spiders, but they couldn’t rule him out.

There was nothing on spider mutation or experiments in the list of projects posted on the company’s website or Modell’s portfolio. Obviously, all this was being kept under the wraps.

May had called the clinic and taken down _Dr. Montoya’s_ emergency number. It might be a fake line, but they kept it on them just in case. She also asked them for a photocopy of the prescription he’d signed for Peter. The clinic’s watermark would be enough proof to make him keep his distance from the Parkers.

The spiders began to spin webs around Peter’s room again. Ben had to keep discouraging them from building large cobwebs. They’d chirp sadly and wriggle about in discomfort.

He’d just stood up from looking behind Peter’s bed when the skin above his belly button pulled. Ben stumbled, grabbing the wall. The sharp ache turned into a dull pain that came from the sutures.

He ran his fingers over them. The stiff thread was jutting out from his skin. Tendrils of pain ran through his nerves. Even the knot of the thread was being pushed out. His body did not like this invasive material.

“May,” Ben breathed. “I think you need to look at this.”

From the kitchen table, she called out. “I’m not looking at the spiders, Ben! Not now, not ever!”

“No, it’s…” he walked out of the room and went into the kitchen. She had her glasses on, writing on her pad.

“It’s the stitches,” he said and she finally looked up. He lifted his T-shirt and she stared at the closed wound.

“Oh my god!” Her pen and pad abandoned, May was examining the site. “The wound’s nearly healed! The thread’s coming loose. Sit down, I have to remove this.”

Ben sat on the chair and tilted his head back, trying to ignore the tiny snips of the thread as May cut them away. She was careful to avoid his skin, but he could still feel the cold touch of the sharpened metal tips. It wasn’t fun.

Luke and Leia sat on the ceiling beside the fire alarm. They clicked rapidly and Ben just stared up at them till May was done.

“It looks like it healed weeks ago,” May whispered. 

Ben swallowed. He ran his fingers over the sore patch. The edges of raised skin could be felt and he knew innately that by the next day, there would only be minor scarring.

His stomach rumbled.

May burst out laughing. She slapped a palm over her face, trying to curtail her mirth.

“S… sorry! It’s just… ”

Ben leaned towards her. He smelt the tears building up in her eyes and gave her a smile. “I know.”

She wiped her face. “Um… yeah, so… that was cool. How’d you rate the pain?”

“Maybe a 2,” Ben looked down in wonder. “It’s itchier than a sharp ache now.”

Once the stitches were removed, something clicked for Ben. He used up twenty whole minutes to walk around the apartment, turning his sides and stretching his legs. He felt good. Beyond good, great!

His voracious appetite returned and he nearly ate up the rest of the meatballs from last night’s dinner. May had to steal the bowl away from him to safeguard the remaining. 

There was a warm spike in his muscles and Ben wanted to take a jog around the block just because he could. He began to stretch his calf muscles and standing on the tips of his toes. The energy pushed through, a light burn flooding his legs. Ben felt exhilarated just at the _thought_ of jumping!

“I’m starting to understand what Peter went through in the past few days,” Ben said, doing burpees in the living room. May stood by the wall, mug of coffee in hand.

“Looks like you’re on speed,” she said through her mouthful. “Next, you’re gonna say you can fly.”

“No,” Ben rolled onto his back and kicked up from the floor, landing neatly on his feet. May nearly dropped her mug.

“I don’t need to fly when I can jump!” He was confident that he could jump high enough to touch the ceiling. He felt his blood sing with adrenaline. He bent his knees, reared his hands back and pushed off from the floor.

He nearly bashed his head against the ceiling. May shrieked and actually did drop her mug. It hit the ground, shattering to pieces, spilling coffee everywhere.

Ben struggled to jostle himself, but his forearms were now firmly stuck to the ceiling. His body simply dangled in the space.

“Oh my god!” May cried, staring up at him.

“Uh huh,” Ben murmured, staring at his arms with wide eyes. Both lower arms looked superglued to the ceiling. He tried to yank them away, but paint flakes fluttered down on him. His stomach turned. Why was he stuck?

Luke and Leia scuttled over to him. The rest of the spiders began to crowd around the wall behind May. If she turned around, she might just have a heart attack, but luckily, she was looking up at him, gobsmacked.

“Something’s wrong with my arms,” Ben grunted, trying to pull away. Hairline cracks appeared on the ceiling and he stopped immediately. They couldn’t afford any wall damage.

“ _Oddio!_ ” May hissed. “Ben, hold on, I’ll get a chair-”

“No, it’s fine!” he said in a hurry. May thankfully didn’t look behind her.

Okay, okay. Focus. One thing at a time, Ben.

**Go back to Peter’s room** \- he thought, before adding, **Please**.

The spiders clicked, a little worried. **Hurt? Pain? Ben? Pain?**

**I’m fine. Just surprised. Go back to you— Peter’s room.**

The spiders behind May scrambled back out of sight. Luke and Leia still hung around. Ben tilted his head at them, watching them sit on the ceiling without any fear of gravity overtaking them.

Well now…

Ben concentrated. He bent his knees and brought his legs up, carefully placing his bare feet on the ceiling. Pushing some weight on his feet, Ben leaned back and carefully peeled his forearms from the ceiling. He still kept his fingertips in contact. He looked at her with a grin, hanging upside down, “ _Che figata_ , eh May?”

May stepped closer, her expression inscrutable. “Ben… how are you doing that?”

Ben removed one of his hands from the ceiling and inspected his palm closely. Like Peter’s hands, Ben’s skin too had incredibly tiny dark and coarse hair with sharp strands like minuscule thorns growing outwards. He looked up at the spiders crawling easily alongside him.

“Ben…? Please come down?” May finally whispered.

The worry in her tone gave him no dilemma. Ben focused on his feet this time. Swiftly, his grip on the ceiling vanished and Ben fell. He twisted his body in mid-air and landed like a cat.

More like a spider, actually.

May pressed a hand to her chest. He heard her heart pounding and quickly stood up to cup her face.

“I’m okay,” he whispered. She blinked several times before nodding and hugging him without another word.

**~~~~~**

May’s shift was due to begin before Peter was to reach back home. She packed her things, got ready in her scrubs and kissed Ben goodbye.

“My break’s at midnight,” she said apologetically. “I’m staying over at the hospital. See you tomorrow.”

Ben hugged her tight. He listened to her heartbeat and her humming till she got into the car and drove away. He heard her until she took a right at the cross-section and disappeared into the traffic.

It was barely 3:30 pm, but Ben knew that Peter had recently joined Academic Decathlon and practice wouldn’t be done until 4. Ben had half an hour to kill before Peter would bring Ned home to discuss Modell’s portable drive.

He checked the spiders and found them weaving elaborate webs again. One web stretch from the end of Peter’s closet door to the window. It fluttered over the wall like a soft silk tapestry. Ben didn’t have the heart to make them take it down.

“We need to find you a better place than this apartment,” Ben sighed, sitting on the bed. The thousand spiders formed a sea of black, crowding around his feet on the floor and making mounds of themselves to look as tall as Ben.

“Now you can climb over each other?” he smiled at them, letting the arachnids jump onto his arm. “Careful, don’t crush your friends.”

Ben leaned back on his arms, watching as the spiders imitated him, forming appendages with more and more tiny spiders. He watched every spider climb up over each other to settle in specific spots and move as joints or muscles. There was a mound of spiders forming the perfect silhouette of Ben right next to him, _sitting_ on the bed in the same position he was.

“You’re all incredible!” he breathed, amazed by the sight. He moved one arm and the spider mound copied him, moving a ‘limb’ made out of hundreds of tiny units. 

Delighted, they made squealing sounds and Ben sat back to lean against the wall, grinning as they made to move the body they’d created. Jeez, put some clothes on these spiders and people would think it was a very secretive person about their day. 

And then he moved to the side to look outside the window. Through the bars of the fire escape, he spotted the manhole cover again in the alley.

Ben looked back at the spiders. “Let’s try something, shall we?”

He went out to the kitchen to grab the house keys and his wallet. Then he snatched one of the meatballs set aside for Peter and Ned in the fridge and went back into the small bedroom.

“We have to cover our bases,” Ben said, munching on the delicious leftover. “You need a place to live, so let’s find one.”

He pocketed the drive as well and looked out the window, trying to catch if anyone could see him. You can’t be too careful when it comes to evil scientists.

Ben climbed out of the window and onto the fire escape. The iron grates creaked a little as he made his way down. The spiders followed him, casting a black veil over the red bricks of the apartment wall.

The stench of the dumpster made Ben shudder. He was careful to avoid going anywhere near it. The spiders also deviated from it, their senses guiding them away from the awful odor.

The manhole cover was sealed and bolted to its metal frame. Ben shook his fists and knelt down to press both his palms to the cover. Sticking firmly to the seal, Ben yanked hard.

The cover groaned, metal bending till the entire thing came off the ground.

Ben was nearly thrown back. He caught himself in time, staring dumbfounded at the heavy cover stuck to his hands. Ben carefully pulled his palms away (it took a few tries), and bent it back into shape.

He peered into the hole. The darkness wasn’t so cumbersome as his eyes slowly adjusted. He saw an iron ladder on the wall, leading to the wet floor of the system. His nose protested. The sewers rivaled the dumpster.

Regretting the decision already, Ben placed the cover aside and swung his legs into the hole. He climbed down the ladder and let the spiders follow him inside. As soon as Luke and Leia brought up the rear, Ben reached a hand outside to yank the cover over the hole. It didn’t fit as well as before, but that comforted him. He didn’t want to get stuck here.

The tunnel was long and cylindrical. A dirty ‘river’ flowed in the middle. Ben stayed firmly on the embankment. The spiders loitered over the curved wall behind him.

The hot, stuffy smell of excrement was pungent. Ben rolled up his t-shirt to hold it over his face. This almost wasn’t worth it.

The spiders were also complaining - **hot, wet, water, bad, hungry, hungry!**

Ben looked at the sewer water again and grimaced. “Stay away from the water. With me, stay with me.”

The spiders were careful, and Ben kept his ears open to listen for any signs of clear places. He walked for a few minutes till they reached a T-section. Taking a right, the cluster went on for another ten minutes before the smell worsened. It was heating up as well, and Ben knew when to turn back. The sewers were far too dark and filled with grimy dirt and awful odors for anyone to live healthily. What’d he been thinking?

“Alright, this is a no go—”

The floor shook. It was a small tremor, but the suddenness of it made Ben grab onto the wall. He stuck fast to it and immediately looked up at the spiders. None of them had fallen, although the shaking had startled them into high-pitched squealing.

Ben closed his eyes to listen past their squalls to the source of the soft shaking - the subway.

Now that was a better plan.

**~~~~~**

When Ben made it back to the surface, he felt something sharp on the nape of his neck. He slapped his hand there, assuming a mosquito had gotten him, but he didn’t feel anything there. The light electricity ran down his spine. 

Ben frowned, holding the manhole cover open till all the spiders scuttled out in a mad rush. They dashed away from the sewer and began to climb back up the wall of the apartment, ready to settle down in Peter’s room. Ben apologized until their anxious clicking disappeared.

A dozen or so spiders stayed behind, clinging to the wall. Ben hummed the same tune May was singing in her car as she’d left. The spiders shook their tiny bodies like a dog shaking water off its pelt.

There was another stab of electricity on the top of his spine. Ben reached back, perplexed.

The spiders began to cower, scrambling madly over the wall. Ben let them climb over his arm and under his shirt. They were trembling. Ben smelt the anguish leaking from their tiny bodies.

The sharp jab in his neck grew stronger.

So did Peter’s heartbeat.

Ben looked at the gate blocking off the road from the small alleyway. He walked over to it, checked the street for anyone looking. A few cars went by, but no one paid attention to his small corner. Ben stretched his ankles, did a few lunges to limber up, and then jumped.

He flew cleanly over the six feet gate and landed on the sidewalk with no weird stares. His body was energized and Ben would have been joyous if the sharp tingling in his neck hadn’t been there.

The discomfort of the pain was not entirely physical. Ben swallowed, feeling anxious all of a sudden.

**Predator** \- Leia said from underneath his sleeve.

What? Ben looked down the road, listening to Peter’s heartbeat growing louder. He could hear Ned’s voice now. Michelle joined in and so did another young voice. The four kids were coming closer, but Ben couldn’t see them yet.

Tires grew louder and he realised that they were in a car. Ned’s mother might be dropping them off. There was no need to worry. It was all fine.

Except, Ben could now hear Peter’s heart rate rise dramatically. The car was just a block away and his nephew was panicking for some reason.

_Click, click, click._

The spiders up in Peter’s room were also agitated. Ben heard them rushing about, pushing things around the room. Peter’s Mike Piazza pennant was knocked off the wall again.

**Danger** , Leia whispered, terrified. **Predator**.

There was a human smell, probably the driver. And another, a sixth presence in the car that derailed everything in Ben’s system.

The sixth smell was odd. It had a heavy animal-like odor. Ben couldn’t figure out which animal, but it was one he’d smelt before.

He walked up to the steps of the apartment, nerves wringing out. Within seconds, a sleek black limo made a smooth turn around the corner. Ben blinked at it. He could smell Peter now, his usual soap mingled with sweat, even the potato mash and peas he’d had from the school cafeteria from his breath.

The limousine was out of place in this cramped part of Forest Hills, Queens. The glass was darkened but not completely opaque. Ben took stock of the driver with her unfamiliar face, Peter, Michelle, and Ned sitting comfortably in the back seat while facing them, were Norman and Harry Osborn.

Ben did a double-take. The sharp tinge of electricity in his neck was relentless. Norman was giving off the odd animal-like scent.

Things just got more complicated.

The Osborns had left the country a few years ago after the sudden passing of Harry’s mother, Emily Lyman. When Peter had said that he’d followed someone who’d looked like Harry in Horizon Labs, Ben didn’t think that through. He didn’t connect the dots that the Osborns could be back in New York.

The limo pulled over right in front of Ben, gliding to a stop. The driver stepped out and pulled open a pair of doors that functioned as double doors. Peter looked a little surprised that the doors swung open just as he’d been about to do it.

“Ben Parker!” Norman called out, a sharp smile flitting across his face. He was dressed in a smart pinstriped suit with a dark green tie. Ben felt underdressed in his t-shirt and jeans. Norman stepped out of the car and clapped Ben’s slow outstretched hand. “It has been some time, hasn’t it?”

“Four years,” Ben nodded, forcing a smile. He shook his hand. “How was London?”

“Ah, dreary,” Norman said. “All those stereotypes about London weather? They’re all true. How’s May doing?”

“She’s grand, yeah. Works at General Hospital now.”

Peter, Ned, and Michelle piled out of the car. But Harry stayed inside, his route blocked by Norman standing right in front of his side of the door. Ben supposed that Harry could have just moved to the side and followed Michelle out, but he was fixed to the spot.

“Harry!” Ben called out, his smile growing gentle. “How are you?”

“He’s doing splendid,“ Norman answered smoothly. “In fact, Harry’s probably going to enjoy being back here more than I.”

Before Ben could ask, Ned piped up, “Harry’s enrolled in Midtown! It’s so cool, now we can catch up easily!”

Michelle didn’t look so happy. She had a neutral expression. Peter kept blinking, trying to smile at Harry, but unable to raise his eyes to meet Norman’s. Harry pressed his lips together and nodded stiffly.

The spiders under Ben’s clothes were frozen with fear. Leia said again, **Predator.**

Norman grinned, teeth rather sharp. He had a few new wrinkles than before, but his hair had no touch of grey. His eyes were as dastardly clever as they’d always been. 

“Seeing as how Peter, Ned, and… Michelle, is it?” he paused to ask.

“Yes, Mr. Osborn,” Michelle replied, terse.

“Yes, seeing as how these kids were heading here for their study session, I thought we could drop them off!”

Ben smiled again, feeling painfully fake. “That’s very kind of you, Norman.”

“Yeah. Thanks, Mr. Osborn!” Ned said. Peter and Michelle followed suit with less enthusiasm.

“You’re welcome,” Norman nodded towards Peter especially. “It’s been good meeting all of you.”

Ben placed a hand on Peter’s shoulder as Norman climbed back into the limo. Harry moved aside to make place for him. Norman closed the doors and lowered one of the windows.

“Give my greeting to May,” Norman said, shooting that shark-like smile again.

“Of course.”

Harry mouthed ‘Bye’ to the kids. Ned waved as the limo started and drove away, out of sight.

“Dick,” Michelle said, glaring daggers at the car. Ben cleared his throat and she flushed. “Sorry, but he was being one!”

Ned nodded. “Yeah, that was like, the weirdest car ride ever. And my first time in a freakin’ limo!”

Peter only sighed in relief as the Osborns disappeared around the corner. Ben felt the tinge of pain in his neck abate. He guessed how Peter had felt all through the ride.

“Well,” Ben said, trying to lighten the mood. “I have meatballs ready to be eaten by insatiable teenagers.”

“Sweet!”

Peter was quiet all the way to the house. He went into his room to greet the spiders while Ned and Michelle sat at the kitchen table for Ben to serve them. Peter had whispered to Ben that they didn’t know he was also bitten by the spiders. Ben was glad for that.

“So, how was school today?” Ben asked. Ned immediately launched into the day's activities with the same gusto Peter usually had. Michelle waited for Ned to finish talking about how they met Harry and had a few classes with him, before speaking up about Harry’s rather sudden shift in behavior when his dad had come to pick him up.

“He was all fine one moment,” Michelle said. “And when the limo pulled up and Mr. Osborn stepped out, Harry went all quiet like he didn’t have the right words.”

Ben figured Norman had grown strict and sullen after Emily’s passing. That was no excuse to put Harry in silence, but it was an explanation.

“He wouldn’t even let Harry talk properly!” Michelle continued, before slicing her meatball. “And the way Peter was acting, he was far worse!”

Ben looked up at Peter’s room where the boy was yet to come out. The spiders were quieter too, clicking occasionally. “How was he acting?”

“Sort of like Harry, funnily enough,” Ned said thoughtfully. “I tried to ask him, but Mr. Osborn kept looking at us anytime we said anything, even if it wasn’t to him.”

Ben nodded and decided to check on Peter.

The door to his room was partially open. Ben knocked on it and said, “Pete? Can I come in?”

He heard Peter mumble an affirmation. The room was darkened, curtains drawn and clipped down. Peter was hiding underneath his covers, curled on his side and hugging his pillow. His breathing was labored and Ben smelt the utter exhaustion wafting from his skin.

“Oh, buddy,” Ben whispered, kneeling down. He placed a palm on Peter’s head. “Does something hurt? Can you talk, Petey?”

Peter’s hand crept out from under the sheet and held onto Ben’s. It took a minute for him to respond.

“Mr. Osborn…”

Ben nodded. “He smelled off, didn’t he?”

Peter gulped and poked his head out. Ben ran a hand through his curls and leaned in to sniff. His boy smelled less human than Ned, Michelle, Harry, and even the driver. There was a gritty scent to Peter that reminded Ben of the spiders.

“He saw the spiders,” Peter whispered, looking terrified. “ _He knows._ ”

Ben recoiled. Norman had been sharp and curt, but how could he know about the spiders? Only Modell worked on them, right?

“I’d…” Peter hesitated. “I’d taken some of the spiders to school. Nobody else saw them! I swear, I was so careful!”

“Pete,” Ben groaned silently. “That was so dangerous.”

“I know, I know,” Peter said, teary. “But Solo wanted to stay by me and Poe wanted to get out of the house. And then R2 and D2 didn’t want me to leave. And while I was saying goodbye to the Weasleys, they climbed into my backpack too. I didn’t want to leave them behind, I was so late already—”

Ben rubbed his back. “Alright, Pete. Okay.”

Peter sniffed. He crawled out of the covers now and Ben sat on the bed, side turned towards him. “What happened when Norman came up?”

Peter winced. “The spiders began to panic. I put them in the bag so that they wouldn’t have to see, but Solo and Finn stuck to my collar. When the limo drove up, Harry said his dad could drop us off here and Mr. Osborn took one look at me, and… And I saw him look at my neck. I know he saw the spiders. I know it!”

Ben knew that things were just getting worse. Norman had seen a couple of spiders, and while that might not have been too problematic, it was his smell that worried Ben.

“Peter,” Ben said slowly. “What did he smell like, to you?”

Now, he looked scared. Ben leaned in to let Peter curl around him. “Not like a human. It was weird, but my neck started to hurt too.”

Ben blinked. “The back of your neck? Like electricity?”

Peter looked surprised. “Yeah! You got that too?”

“Yeah,” Ben breathed. “I can also stick to the walls. We got the same deal, Pete.”

“Whoa!” Peter whispered. He didn’t look so frightened anymore and Ben considered that a win. “I guess we did. You smell like a spider, did you know?”

Ben touched Peter’s temple with his pointer finger. “So do you, bud. You need a shower.”

“You need three showers,” Peter pouted.

They were grinning at each other now. Then, Peter slowly turned serious. He looked down at the spiders crowding around Ben’s feet.

“He smelled sort of... snake-like? No, that’s not exactly it. But there was a rusted, scaly odor, if that makes sense.”

Ben nodded. He found it a little difficult to put to words, as well. “If Norman knows about the spiders, we need to hurry up our plan. We have to get as many details we need to keep them safe.”

Peter threw off the covers, startling Ben and the spiders. “Ned can help!”

“Pete-”

“He can! I asked him, and he said that he can disable the tracers—”

“Peter, listen to me,” Ben said, massaging the sides of his head. “I wasn’t completely on board this when it was only Modell we were dealing with. But now, the owner of Oscorp knows about this. Michelle is right, Norman is a far bigger deal because he’s too politically connected and too powerful for us to take on. The best we can do is find the spiders a neat little hiding space that can double as a home, far away from us.”

Peter gaped. “Away? Away from… but, Uncle Ben—”

“Mr. Osborn’s running out of time,” Michelle interrupted.

Ben and Peter turned around to find her and Ned standing a respectful distance away from the entrance to the bedroom. Ned couldn’t look away from the massive number of spiders scuttling around the room while Michelle was staring at Ben, determined to not let her eyes wander towards the arachnids.

“Animal protection agencies found out that Oscorp uses cattle to test some of their performance enhancers,” she continued, now checking her cell. She found whatever it was she’d been searching and tossed her cell to Ben. 

He checked a news article on an animal conservation webpage.

“The military had supported it till some of the cattle died and the farm they were shipping the animals from also got a lotta flack for it,” she added. 

**[... several companies have been allegedly accused of unlawful animal testing, the notable of the list being Pym Technologies and Osborn Industries (also known as Oscorp). Concerned witnesses have encountered hazmat suited personnel burying cattle that had been poorly after multiple test runs of unknown substances.]**

Peter looked up, eyes wide. “So… so, he’s after the spiders because…?”

“Because they may be the only creatures who survived the experiments?” Michelle suggested. “I dunno. But him dropping us off here was a total power play.”

Ben’s gut feeling told him that Michelle was closer to the truth than what they feared. The article was only hours old, so things would move fast from this point on, especially if the military had to escape fingers being pointed at them.

“Ned,” Ben said slowly, mind whirling. “Can you check the… the encryptions on the drive without setting anything off?”

Ned stood to attention. “Yeah! Yeah, I totally can! Don’t worry, Ben. We’ll get more info from it now!”

**~~~~~**

Ned set up his and Peter’s laptops at the kitchen table. With various programs up and running, Ben, Peter, and Michelle watched as he plugged in Modell’s portable drive.

Michelle shook her head. “I still can’t believe you sneaked into the tower and stole something, Parker.”

Peter’s face went red. “I… was desperate. And I wasn’t thinking clearly.”

Ben hummed. “Speaking of which… May and I haven’t really decided, but we just might be grounding you for that.”

The spluttering that erupted from Peter’s stunned face almost cracked him up. But really, breaking and entering, and stealing? That’s a strict no-no in the Parker book.

“Whoa,” Ned muttered after a few minutes. Ben checked the screens.

Under _Accessing Datasets_ was a whole bunch of code that made no sense to him. A blinking line of text with the words “Oscorp Key Identifier” appeared. Ned tapped keys, typed stuff, and scrolled his touchpad till new windows opened up on the screen.

Ned stage-whispered, “Hacker voice, I’m in.”

Peter chuckled and Michelle rolled her eyes, while Ben smiled. “Okay, what do we have so far?”

There were pages upon pages of information listed out in paragraphs, bullet points, and even chemical equations. Ben frowned, trying to read the headers to get a sense of what it explained.

“They made quasi-stable solutions to increase muscle mass,” Peter said, slightly stunned. Ned turned his system so Peter could scroll down.

“To increase strength?” Michelle asked.

“Augmented strength,” Peter said. “Modell was talking about this to one of his colleagues. He said… um, five things. He said… that the simulations confirmed augmented strength, more brain activity, heightened senses, self-healing, and cell regeneration!”

“Wait,” Ben put a handout. “Is that what the spiders can do or what these chemicals can do in people?”

“It’s what… I can do,” Peter stumbled, managing to avoid the ‘we’. “My eyesight and hearing are off the charts and I’m stronger than before.”

“Maybe it’s like a containment unit?” Michelle guessed. “If Modell is claiming that he’s found the perfect chemical equation to guarantee all these abilities for people, then it’s not just experimentation on animals. He’s using the animals to store the chemicals.”

“Store?” Ned gasped. “Can… can you do that? Like, in their blood?”

“People used to use the stomachs of dead animals to store water and stuff,” she said, shrugging. “But when it comes to living animals, that’s also possible. There’s this snake from Asia, that eats poisonous toads. It ingests the poison and stores it in glands in its neck. It’s an awesome defense mechanism.”

“Is that like a temporary thing?” Peter wondered. “The way it becomes like a deadly cobra by eating venom?”

“Poison’s different from venom,” Michelle immediately jumped to correct him. “If you bite something and it hurts you, it’s poisonous. If it bites you and hurts you, it’s venomous.”

“But what you’re saying,” Ben spoke, still staring at the screen, “... is that Modell might have used the spiders not just for experimentation, but also to store the final, processed chemicals that are required to deliver the super abilities.”

“Probably. I mean, who knows how long he’s bombarded them with radiation. And we don’t know what kind of radiation.”

“Oh, wait!” Ned typed in a command to search for Grey units. A new pdf opened for them to check. This one was filled with several pages of equations with paragraphs scattered between them.

“Here we go, particle exposure to Beta and Gamma rays,” Ned pointed to the equation. “He was working on breaking the cell structure down to reanimate the multiplication process at a higher level.”

Ben’s heart sank. Everything they read looked more and more dangerous. Rapid cell multiplication sounded like cancer, extensive chemical usage turned out to have a drastic impact on the previous animals tested on. 

But somehow, the spiders survived. And they passed their abilities onto Peter and Ben. Could they do that to anyone they bit?

“That symbol?” Peter said, tapping the screen over a smaller equation. “I saw that in Oscorp.”

****

“He’s the project manager for this,” Peter explained. “This variable—it’s printed on the door to Modell’s office.”

Ben read the paragraph. “ _Delays caused due to the decay rate algorithm with unknown variables. Human mortality is subject to a list of innumerable causes. Incomplete formula supplied by…_ ”

There was a redacted section. 

“Even the internal documents are blocked,” Ben said. “There must be a reason for this.”

“This isn’t helping,” Peter sighed. “We can’t understand the main stuff, just the outer edges.”

“Maybe that’s enough,” Michelle hedged. “We have this drive, that should be enough to hold it over Modell and Osborn, shouldn’t it?”

Ben shook his head. He wished it was that simple, but if they made this public, everyone would know that there are irradiated spiders running around in New York. The point of the whole enterprise was that the attention was supposed to be taken away from the spiders.

Rich would have been able to translate the gobbledegook numbers. He and Mary used to work with Genome studies.

“There are too many unknown variables,” Ben said. “If we can understand more about these equations and details, we’d be able to use it in our favor. But this is frankly gibberish to me.”

His cell phone rang.

Ben reached for it, turning around to say over his shoulder, “Check for names. If we can liberally connect Modell or Osborn to the documents, that could help.”

Peter and Michelle pulled out chairs and sat on either side of Ned. Ben checked his cell and saw May’s name flashing across it. He swiped the green icon, walking into the living room.

“Hello? Got a break, May?”

“ _Something like that,_ ” a lower, rougher voice answered.

Ben stopped in the middle of the room, staring at the wall blankly. Electricity trickled down his spine. “N… Norman?”

“ _Yes,_ ” Norman Osborn chuckled. “ _You really sound surprised._ ”

“Where’s… what’re you doing with May’s phone?” Ben whispered, feeling his insides turn to ice.

“ _Just borrowing it, don’t worry. She’s a little busy, so I can pass on a message if you’d like._ ”

“I don’t understand—”

_“It’s a trade,_ ” Norman said easily. “You took quite a few things that belong to me, so I returned the favor.”

No, god. Please, no.

“Norman, where’s May?” Ben asked, trying to hold back the feeling of absolute horror. His blood was roaring, the noises washing over his entire being like a floor. Ben held onto the wall, steadying himself.

“ _I’ll let you know soon enough,_ ” Norman said. “ _Where are my spiders?_ ”

They’re not your spiders, Ben wanted to say. He closed his eyes to calm down but his rising panic had set off the spiders. They began scrambling about in Peter’s room, clicking frantically. He heard Peter’s chair scrape back as his nephew stood up, alarmed by the reaction.

“ _Peter had some of them,_ ” Norman continued, idly. “ _But to my recollection, there were more than one thousand individual spiders. It’s a miracle that you can house them in your apartment, but we both know that’s not the way to go._ ”

“Norman, this is—”

“ _I’ll make it as simple as it needs to be,_ ” Norman said. “ _I’ll let May go, completely hale and hearty. In return, you bring back the portable drive little Petey took from my building. And one pint of his blood.”_

In the kitchen, Peter froze. Ned and Michelle stopped talking, more out of confusion than worry. The spiders exited the bedroom and scuttled to the hall, surrounding Ben in a wave of black.

Luke and Leia, followed by dozens of others, crawled up the wall right up to Ben’s hand. They climbed over him, chittering with concern. Ben swallowed a hard lump in his throat, heart thumping like he’d run a long distance.

May was in trouble.

“ _You can keep the spiders, every last one of them. But I want that drive back with every bit of the data intact. That’s non-negotiable. Don’t make any copies, I’ll know if you did_ ,” Norman said, his voice turning into a snarl. “ _Call me in three hours when you’re ready. I’m rather busy at the moment. Don’t bother going to the authorities or you won’t be able to have a funeral for her._ ”

The call ended but Ben couldn’t move. He heard Peter’s stuttering heart, smelled Ned and Michelle’s horror at the sight of the spiders moving in a seamless cluster, surrounding Ben.

Peter’s gasp turned ragged. “May?”

Ben smelt his tears. 

The drive and a pint of Peter’s blood in return for May.

Ben couldn’t afford any of that to happen. Norman could wreak havoc with Peter’s blood, with all the DNA of an incredibly powerful, young boy with enhanced powers.

And May. He could hurt her.

Ben’s palm closed around his phone, nearly cracking the device. He let it fall onto the carpet, on the coffee stain from the morning when May had dropped her mug.

Still facing away from the kids, Ben said softly, “Ned. Eject the drive, please.”

Ned scrambled back into the kitchen, leaving a stunned Michelle at the doorway and a hyperventilating Peter just a few steps behind Ben.

“We’ll give him the blood,” Peter whispered. He’d heard the call, of course. “It’s okay, Ben. I don’t mind.”

Ben couldn’t say anything. Norman had May. She was in danger. The spiders were running manic. Peter’s breathing was going ragged. Ben’s rage built up in a way he’d never felt in _years_.

**Notes for the Chapter:**

> Warnings: Recuperating from a GSW, vivid descriptions of many spiders, talks of blackmail, hacking into secure drives, threats on lives, kidnapping.
> 
> [Keelback snakes](https://en.wikipedia.org/wiki/Rhabdophis) ingest poison from poisonous toads and store that poison in their body temporarily. It’s an awesome defense mechanism.


	3. Osborn Interference

**Summary for the Chapter:**

> Ben frowned. “Pagers are supposed to work easily in hospitals. That’s why they’re prefered over cellphones. Many rooms and corridors can be dead zones and phones won’t have a signal there. But pagers don’t have any interference.”
> 
> “Except for Mr. Osborn,” Peter added. His voice was much more subdued. 
> 
> Ben stared down at the beeper, at the message May had tried to send but was stopped by Norman. And what had he done after that? Coerced her into a car and driven away? Back to Oscorp tower or some seedy location, no doubt.
> 
> “What do we do now?” Peter whispered, starting to panic again. “Do we just call Mr. Osborn and tell him—” 
> 
> “Not yet,” Ben said, standing up slowly and shooting Peter a resolute stare. He dug into his pocket for their spare car keys. “Let’s go get our spiders. It’s time to have a proper talk with Max Modell.”

**Notes for the Chapter:**

> There are no embedded images of spiders in this chapters. Regular descriptions still hold.  
> Check end notes for additional chapter warnings.

May’s car was still in the hospital’s staff parking lot. The other nurses on shift said she’d stepped out for a quick catch up with an old friend but hadn’t come back. The head nurse was not pleased.

“Hospitals are never overstaffed,” the huffy man said, waving around a clean bedpan. “She can’t just duck out for a half-hour chat!”

“Dennis!” a resident in blue scrubs remarked. “May doesn’t skip out like this. Something must be wrong.”

Ben was glad he’d asked Peter to stay in the reception. This conversation would not be nice for him. The hospital’s stress levels were enough to add on to their enhanced senses, what with the smell of blood everywhere, the distant beeps from EKGs, the cacophony from the MRIs, the families praying in relief and worry, footsteps everywhere…

He shuddered. 

“She’s not picking up her phone,” Ben whispered, massaging the side of his head. “And we always talk on her break, but things are off, I can tell.”

Doctor Palmer frowned, looking rightfully concerned. “Dennis, page her. I’ll check with Martha. She would have seen who May was talking to.”

“Thank you!” Ben groaned, glad to have caught an authority, even on her urgent schedule.

He walked back to the reception, thoughts a jumbled mess. The sun was low on the horizon. It had been nearly forty minutes since Norman’s phone call. Ben had convinced Ned and Michelle to go back home and text him when they were safe. He couldn’t be sure if Norman would go after them, but clearly, the man was more dangerous than Ben had assumed so anything was a possibility.

Peter was waiting outside the doors, his back to the reception. His shoulders were taut and he kept wringing his hands. Ben joined him and squeezed him into a hug.

“Mr. Osborn was here,” Peter mumbled, staring at the ground. 

Ben looked at him in surprise. “Are you sure, Pete? It wasn’t someone else who—”

“I can s… smell him,” Peter stuttered. “He stood… stood here, right by the doors for a bit before walking inside. Then, he and Aunt May walked out together and headed there... to the left.”

Peter pointed out at the patch of hedges on either side of a stone path leading to a small garden that was simply for the hospital’s posterity. Ben swallowed. Peter’s senses seemed far stronger than his. He could smell May’s scent over the thousands of layers of strangers’ odors, but he couldn’t pick out Norman’s, much less find which way they walked.

“You can smell them both?”

“Yeah,” Peter grabbed his hand and pulled Ben to the garden. They crossed the bushes, walking alongside the parking lot. Peter looked around with a frown, searching for something. Ben picked up May’s scent here. It was growing stronger. There was also an odd old kind of beeping noise from a corner 

“Here!” Peter called, suddenly excited. But the smile disappeared quickly. Ben jumped over a hedge, hoping no one was looking out the windows to see them catapulting over the garden.

Peter pointed at a small black device on the grass—May’s pager was on its side, the screen lit up and beeping. Head nurse Dennis had been trying to contact her for an hour.

Ben kneeled and observed the little thing. He could see nail scratches and dusty fingerprints on its side. The small buttons were faded from regular use. May’s scent was quite strong here.

“She must have thrown it. I can’t smell Norman’s scent on it,” Ben said, picking up the pager carefully. Peter stood up and looked across the garden to the parking lot.

“What if Mr. Osborn told her to get rid of it before he drove her away in his car?” Peter suggested. 

Ben looked at the small grey beeper. It didn’t have as many features as a phone, but it was a two-way device. Ben navigated the up and down buttons to access her previous messages. There was an incomplete draft.

**Call Ben - interfe**

She’d probably been typing that on the minuscule keypad before Norman had caught her. The message hadn’t been sent, especially with the last word incomplete.

“Interfere?” Peter asked, confused. “Interference?”

Ben frowned. “Pagers are supposed to work easily in hospitals. That’s why they’re prefered over cellphones. Many rooms and corridors can be dead zones and phones won’t have a signal there. But pagers don’t have any interference.”

“Except for Mr. Osborn,” Peter added. His voice was much more subdued. 

Ben stared down at the beeper, at the message May had tried to send but was stopped by Norman. And what had he done after that? Coerced her into a car and driven away? Back to Oscorp tower or some seedy location, no doubt.

“What do we do now?” Peter whispered, starting to panic again. “Do we just call Mr. Osborn and tell him—” 

“Not yet,” Ben said, standing up slowly and shooting Peter a resolute stare. He dug into his pocket for their spare car keys. “Let’s go get our spiders. It’s time to have a proper talk with Max Modell.”

**~~~~~**

Peter was seated on the floor of the dining room in Max Modell’s house, languishing in the darkness with the rest of their spider cluster. He was on his cell, calling Harry Osborn.

It was a reach, but Ben wanted to know if Harry had any idea what his father was up to. Ben didn’t want to involve the boy anywhere near the gruesome business. It was bad enough that Peter was in the thick of it and that Ned and Michelle knew enough to become potential targets if Norman desired.

Ben wanted to cover their bases as much as possible before interrogating Modell.

The man’s schedule was by no means a checklist of his activities, but it served its purpose. It was seven in the evening when the main door to his house was unlocked, letting in the haggard scientist, unaware of multiple presences within his safe home.

Ben sat on the couch in the dark. His two closest arachnids, Luke and Leia were hiding with him. When Modell turned on the lights, he stared at the seemingly alone intruder.

Nothing was spoken at first. Modell’s eyes were red and buggy, unable to comprehend the sight of Ben Parker. His pulse picked up the pace and his breathing was louder. The back of Ben’s neck gave a soft tinge of electricity, but nothing that indicated immediate danger. 

Ben silently held up the portable drive. Modell closed his mouth and then the door, shoulders drooping. His hair was dull and his skin waxy.

“Are you here to threaten me?” He asked, voice shaking just the slightest.

Ben tilted his head, listening to the soft commotion of spiders crawling around Modell’s dining room. Peter had managed to wrangle them into a tight circle, but the layer of worry still seeped through. His call with Harry had been fruitful, in that the boy had no clue what was going on.

“No,” Ben answered. “Unless you’re involved far too deep and know exactly what the current situation is?”

The scientist ducked his head, frowning. “I… beg your pardon?”

Ben wondered if Modell was being polite because he was afraid. Possibly. The Parkers held some amount of oppressive authority at this stage, confronting Modell in his own home while he was alone.

“Your employer has abducted my wife,” Ben said carefully, ears tuned to Modell’s ticks. “What do you know about that?”

Modell looked even more stunned now. “Norman?! He… Shit.”

He dropped his bag, the laptop in it hitting the carpet with a careless thud! Ben narrowed his eyes, trying to not crush the drive in his hand. Modell sat on a nearby chair with a groan, covering his face with shaking hands.

“Mr. Parker,” Modell whispered. “I am truly sorry, but I had no idea that he’d do something like that! I don’t know why he thinks that your family can help, but Norman’s been adamant for years!”

“Adamant about what?” Ben stood up, heart pounding. “Why is he after my family? What did we ever do to him?!”

“I don’t know!” Modell pleaded. “He’s been erratic for months ever since the first trial. Dr. Stromm warned us, kept issuing delays, but Norman was losing patience fast!”

Ben clenched his jaw. “You’ll have to explain from the beginning, Doctor. We have evidence of you falsifying records as a family physician to gain access to my nephew’s blood. Things are not looking good for you, and that’s without any of the spiders in the picture.”

It took mere seconds, but Modell nodded, dejected and defeated. He curled up in his armchair and Ben sat back down on the couch, facing him. Luke and Leia scuttled underneath his jacket sleeve, sitting on his wrists, jittery. Peter and the spiders settled down out of sight to listen.

“Four years ago,” Modell began, “Dr. Mendel Stromm recruited me into the Biocable Development Unit. He and Norman Osborn were heading a new section in Oscorp to supply military-grade technology. I wasn’t trained or even a part of weapons tech, but this was different.”

Modell swallowed. “Turns out the BDU was a front for a whole range of unchecked sub-projects. Norman had the idea to develop performance enhancers for the military. And it wasn’t just an abstract concept; he had notes, formulae, old animal testing results all set up to begin an entire round of conceptualizing a new kind of super-soldier serum.”

A super-soldier serum? Ben was reminded of the old comics he and Rich used to collect and read hours into the night. It was a household tale of how sickly little Steve Rogers was chosen to ingest some kind of elixir, a serum, to train and become Captain America, the hero who won the second world war.

As much suspension of disbelief they’d had to employ to be enchanted by the stories, there was no denying that Steve Rogers really was part of a secret government experiment to receive the incredible super-soldier serum.

And here was a scientist in the 21st century, talking about a new version of the serum.

“How do the spiders figure into this?” Ben asked in a stiff voice. 

Modell winced. “The spiders weren’t the only creatures that were used for experimentation. There were multiple review cycles with bats, rats, and lizards as well. But many of them didn’t survive! When I came into the project, Norman and Mendel already developed a disturbing enhancer. It was flawed, I advised them against using it and Mendel agreed with me, but Norman was insistent!”

The spiders with Peter clicked nervously. Ben listened to Leia and Luke clicking between each other. 

“So you already had a serum before, or at least the basics of one?” Ben asked.

Modell leaned his head back, closing his eyes for a moment. “Four years of sleepless nights and a manic Norman. You can’t imagine it, Mr. Parker. It was horrific science at play. There are myths in the scientific community about the perfect algorithm that Dr. Abraham Erskine had developed in the 1930s. But it was lost upon his death and nobody had been able to replicate the serum since. The worst story of it is the report you'd have read from Harlem, in June 2010.”

Ben nodded. The headlines for half of 2010 surrounding Harlem had been about the green Hulk fighting another rage monster, an absolute abomination that had torn through the streets.

“People have always tried to reinvent the serum,” Modell said. “People have died, animals have died, the results have always been inconclusive. The human performance enhancers at Oscorp haven’t even been through regulated human trials, but I don't doubt that it will fail all tests. The rats we’ve tested it on have had mixed reactions. Some survived and even thrived, but most succumbed to their own rage tendencies. There was no stability or safety.”

He shook his head. “A few months ago, Norman received an ultimatum from the military contacts. We hadn’t been able to formulate the decay rate algorithm which meant the serum was only partially ready even if you discount the uncontrollable rage in the test subjects. We were going to have our funding pulled. Even the board...”

Modell gave a pause, looking up at Ben. “He’s running out of time with the board. Oscorp’s animal testing allegation found more information from one of the labs in the tower. The company’s board of members announced a turnover at the highest levels to save face.

“Mendel helped me. My name was attached with projects over at Horizon Labs, so I escaped their decisions. But Norman wasn’t lucky.”

Ben exhaled. “They’re going to fire him.”

Peter looked up. He and the others were still in Modell’s blind spot, but he stood up now, encouraging the spiders to stay in the dining room as he stepped out.

“You can get fired from your own company?” he asked. Modell nearly jumped at the unexpected voice.

“It’s a funny world, isn’t it?” Ben muttered, looking down at little Luke scrambling amidst his fingers.

Modell was still staring at Peter. “You… are the spiders… here?”

Peter leaned against the wall, his usually animated face quite glum. “Yup. Right through here, I hope you don’t mind. I mean, you have been hitting them with radiation for a while.”

It was easy to catch the very soft whimper Modell seemed to let out. The man froze and took a while to shake himself back into working mode. He still didn’t make their extra senses whine, so Ben and Peter waited for him to relax.

“It’s unprecedented,” Modell said, hushed. “We were so far from human trials, our compounds were explosive when administered, some of the subjects died… but… this random boy… this child was an outlier.”

He waved a hand towards Peter. Ben raised his eyebrows.

“Are you aware of how the radiation was passed onto him through the spiders?” he asked Modell. The man went pale, his thin red hair was pasty against his complexion.

“Ye… yes. I saw the footage. I couldn’t believe…” Modell gulped loudly. “I don’t understand how the spiders didn’t initiate a feeding response. I’ve seen them eat cattle, they are voracious! Yet, when I saw the video… I saw him fall into the pit. I thought… I thought we were done for. That a missing child in Horizon Labs would finally connect all of Oscorp’s shady business and bring us all down, but he survived!”

“I changed,” Peter said, staring Modell down. Ben could smell the cold sweat gathering on his skin. Peter was holding back from the fight-or-flight instinct triggered by the memory.

Modell recognized the danger signs as well. He clutched the armrests tightly. “They bit you. And then left. I could never have predicted that. The cluster was hungry, they ought to have eaten you, but they didn’t.”

“They were scared!” Peter snapped. “They bit me to escape!”

“Peter,” Ben murmured. Peter sucked in a quick breath of air, trying to calm down. He walked over to the couch to stick close to Ben.

Modell was blinking fast, trying to stop his eyes from tearing up. “I’m sorry—”

Peter’s jaw dropped. “You’re sorry?”

Ben caught Peter’s arm. The boy rubbed the wetness off his face. “You can’t just say that. I thought I was gonna die! The spiders were also dead scared! You hurt them for months!”

“I’m so…” Modell shook. “I tried to get out. I swear to you, I did! But Norman wouldn’t let me! He kept saying we were close to the answer. But we weren’t! The only workable solvent we had was the performance enhancers. They increased muscle strength by up to 800%! And we tested that with… him.”

Ben sat up. “With Norman? You tested that with Norman?”

“He tested himself! Mendel and I begged him not to! With all the unknown variables and the results in the rats that survived, it was too risky, but he still went ahead and took an entire unit of the green serum.”

Modell fell back against the armchair. “It changed him. Norman’s stronger than a regular human, he’s more temperamental. There are days when he lashes out, breaks tables and just threatens us, but within a few hours he zones out and forgets his own episodes.”

Ben stared at the ground. Norman was enhanced. In a destructive uncontrollable way, he was powerful and now he was holding May hostage.

“Some of the encrypted files on that drive would explain the process,” Modell muttered, gesturing to the drive Ben was holding.

Peter snatched the drive. “Can you access it from here?”

Modell sighed and nodded.

The spiders in the dining room crawled about the walls and ceiling. Ben hummed softly and caught their attention. They began to settle down in different parts of the room, already starting to weave webs over the corners. 

While Modell plugged the drive into his PC, Peter and Ben made sure to stop any more web weaving. Modell was a man who’d been plagued by Norman for long enough. He didn’t need more problems.

As before, tabs and documents opened up on the screen. But Modell circumvented most of it, searching for a few files in particular.

He clicked on _images_. Ben and Peter stared at the screen, witnessing different stages of multiple experiments in laboratories. There was no human presence in the photographs, but the bylines beneath each image explained the dates and process.

Modell pointed at one of the thumbnails of a video. It was an iguana missing its tail. The video was a timelapse of the iguana regrowing the entire tail in a matter of —

“Minutes?!” Peter said in disbelief. “Is the timestamp right?”

Modell nodded. “Yes. Limb regeneration is a success in this batch of iguanas and the spiders.”

“Our spiders too?” Peter asked, voice thick with worry. “How did you test it out? Did you break their legs?”

Ben frowned when Modell didn’t answer. Peter gave Ben a pained look. He scratched his neck, nearly brushing little Solo off of his collar. Ben rearranged the spider carefully.

“Sorry,” Peter whispered to his favorite arachnid. Modell turned around and blinked at Peter interacting softly with Solo.

“You… you talk to them?”

Peter glared (it looked more like a pout in Ben’s opinion). “Someone has to, especially since you never did.”

Ben didn’t say anything. He understood the anguish and knew there was nothing he could say to minimise it. Apologies couldn’t stave-off all the trauma.

Modell cleared his throat. “Yes, I meant to say, without chemical interference, lizards that perform caudal autotomy can take anywhere from a couple of months up to a year to regrow their tails. The ones we’ve worked on can now do it within 10 minutes. These iguanas you see here? They can grow back their limbs and toes as well. Animals in the wild don’t do that.”

He scrolled past more videos. Ben couldn’t believe this. Was he actually watching a lizard in a glass cage regrow parts of its body? The old skin shed out, bits of it flaking to the bottom of the transparent container as bone, tissue, and skin developed at an incredible speed. He held back a shudder.

"This is what you need to know," Modell said, opening a filed doc. It was a sloppily scanned A5 paper with lines of formulae scribbled across it in pencil. The numbers were scrunched up and the letters scattered about. Something in Ben's chest felt heavy like lead as he tilted his head and read a hastily scribbled note underneath what looked to be an incomplete equation. 

**Insufficient data supplied by Erskine numbers. Alternate: decay rate algorithm.**

Modell tapped his screen. "Erskine numbers are the base materials of the original and true blue super-soldier serum. Since we can't figure that out, we've been working on a substitute. This alternative is supplied by Norman. His theory of the decay rate algorithm focuses on cellular decay and its exponential effect on mortality rates."

By Norman? Osborn wrote this? Ben heard his own heartbeat against the lie of Modell's statement.

"What makes you think Norman gave this alternate theory?" Ben asked, eyes firmly stuck on the pencil note.

Modell looked hesitant. "Er... he substantiated it quite a bit. As I said, he pulled me into the project only a few years ago, Norman's been working on it for at least-"

"Ten years," Ben guessed.

Peter looked surprised too. The spiders clicked, scuttling in a hurry around the dining room. They had picked up Ben's cold, raw fear.

"That's right," Modell said, eyes wide. "How... how d'you know-"

"Because that's not Norman's handwriting," Ben whispered, letting his fingers touch the screen. The pencil note was the same messy scrawl as Mary Parker's.

**~~~~~**

Okay, here are the facts.

Richard and Mary worked in the Genetics department at Oscorp, a decade ago. They didn't say which project exactly, but Ben never had a strong scientific mind, so an explanation had not been asked. Not even May knew the full extent of their work.

_"Stuff with gene therapy, coding literal life, Bennie!"_

_"Wow, and I thought only computers had code, Richie."_

Work had been hectic and the couple would often leave little Peter with Ben and May. That hadn't been a problem at all. Peter was a delight to raise.

Soon came the late nights, the overtime, the random calls, the secret papers, the sudden logins, the covert looks, the greying hair, the strained eyes, the short tempers, the small meltdowns...

And the plane crash.

Five Parkers cut down to three.

While Ben, May, and Peter managed to live on for the next ten years, Oscorp had drifted further away from their lives, a mere blip in their past.

Meanwhile, Norman had Mary's notes? Richard's ideas? Did he build on their work to develop the algorithm to reverse cellular decay? Except... this algorithm was incomplete. That's why all the experiments failed. All the trials were baseless.

Until the field trip to Horizon Labs, until the spider bites.

Peter the outlier, and Ben... a second?

**~~~~~**

Peter had Modell's laptop, trying to read through all of his parents' scribbles. Ben sat on the couch, dazed. Modell sat beside him, slightly frozen because some of the spiders were now wandering around the living room. Their tiny black and blue bodies covered the carpet, chirping energetically even in Modell's presence.

"They won't hurt you," Ben assured him. 

" _Phiddippus Audax_ , the Bold Jumping spider," Modell blinked. "Unbelievable - they bit you too? How... the both of you survived...? How?"

"Two exceptions."

"That defeats the definition of **an exception** ," Modell argued. "No, no. This isn't a one or a double case, this is a clue! If you're telling the truth, if you say that Norman stole from your brother's work—"

"And sister-in-law."

"And her, then... maybe the interference was Norman all along?" Modell wondered. "Maybe, urgh, I feel so close. Maybe the variables that are compatible with the venom are already in your genomes."

"Venom?" Ben asked. "The spiders' venom?"

"Yes! The venom sacs are where they store the radiation markers. We had to extract it from the spiders, but they'd always fight. We couldn’t get enough—"

Peter shot him a look. "Good."

Modell became contrite. "I'm sorry. I'm sorry beyond words, but I really can't do much else."

"Modell—"

"I didn't have a choice, I just couldn't reason with him. Even Mendel tried."

"Max," Ben called, firm. "Norman asked us to bring back a pint of Peter’s blood. He doesn't know that they bit me too, but we need to know why he thinks he needs our blood. He’s the one who asked you to try and get it the first time, didn’t he?"

Modell looked a little surprised by the casual reference at first, but his face quickly changed. "He did… wait, he didn't demand the spiders back?"

"No," Peter said. "He said he wanted the drive and my blood. Said we could keep the spiders."

The scientist looked perplexed. Ben checked the time. It was just past seven in the evening. They had an hour left before Ben had to call Norman about their decision.

"He might assume that your blood solved the missing part of the algorithm. I... I can't be sure, but we've spent ages on the formula and just couldn't figure out what some of the variables stood for. If you survived the bites and came out with completely healthy and the ability to communicate with spiders-" Modell's eyes lit up. "Wait, do you have any enhanced capabilities?"

"No," Ben said tersely. Peter shook his head frantically. Modell didn't push the topic, but Ben heard his pulse rise and knew that he understood they were probably lying.

"It doesn't matter. You survived the radiation transfer when most of the other animals under controlled conditions didn't. And it's obvious what he's going to use your blood for now."

Ben's eyebrows rose. "To help himself, you mean? You said he tested the 'green serum' on himself?"

"An imperfect serum. He probably thinks the blood transfer can solve the remaining issues and form the perfect anti-case for the decay rate algorithm."

"Even without the whole formula?" Peter asked, surprised.

"Maybe," Modell guessed. "Human trials weren't even in the book. He chose the vapor inhalation mode. Synthesized the serum from what venom we could extract, initiated with the _Promachloraperazine_ which is nuts! His aggressive reactions are off the charts."

"What about Harry?"

Modell fell silent. Peter stopped scrolling through the laptop. Ben leaned forwards and placed his elbows on his knees. "Does Harry know about his father's experiments?"

"I don't think so. At least, I hope not," Modell sighed. "He's been in a boarding school in London and all our work was done between the properties here on the East coast. Norman's been traveling enough."

Ben dropped his face into his hands. He didn't want to think that Harry, fourteen-year-old Harry, was involved in any of this. It was bad enough that Peter was caught in the middle and that Ned and Michelle were also in the mix. He didn't think Norman would willingly hurt May, but with all that Modell had revealed, the serum trial, the resulting aggression... 

Fear was frigid fluid running alongside his blood now.

"Max," Ben said carefully. "You're going to help us get my wife back safely."

Modell swallowed. "O...okay. But... Norman's not going to just let her walk out without getting what he wants-"

"Norman wants the drive and a pint of radiation infused blood," Ben summarised. "We have plenty of that."

Peter sat up. "Ben... are you saying-"

"We can't risk May or you, Peter."

"Ben-"

"You can't give him your blood," Modell said, horrified. "He's... you don't know him, Parker. You really don't. Look, I'll try to talk to him, convince him to let your wife go, but we can't give him your blood."

Modell looked quite terrified at the thought of even talking to Norman. For him to offer to reason with the man gave Ben a better sense of direction.

“But you were willing to pose as a family physician to take some blood anyway?” Ben asked, frowning.

Modell winced. “I wouldn’t have let him get any. I was hoping to use the DNA to synthesize an antidote and remove the serum’s changes in Norman.”

Peter’s eyes widened. “You can do that? You can take all the abilities away?”

The scientist winced. “I can try. It’s not a guaranteed thing… But Norman should not get your blood. If he does, the transfusion can complete the full enhancements and make him far more dangerous than he already is!”

Ben looked to the ceiling. The spiders conglomerating near the overhead light fixtures drew Ben’s frantic mind into a calmer zone. 

Think about May. She’s in severe danger. They had to negotiate something to ensure she can walk out safely. But it couldn’t be Peter’s blood. It couldn’t be Ben’s either if what Modell said was true.

"Let's talk to him," Ben finally muttered, taking out his cell. "See where we all stand."

Peter set the laptop down, watching with trepidation as he called May's number. Norman should still have her cell. Ben looked ahead, gently coaxing the spiders in the hall to gather back into the dining room.

**Nice May?** Leia asked. She was perched on his knuckles.

Ben smiled sadly. He was still holding onto the hope that she'd be fine. 

She'd be fine.

Her cell rang three times before Norman picked up the call. 

_"Hello!"_ Norman greeted. Ben strained his ears to catch any sign of May in the background, but there was nothing.

"Hello," he said. "We're ready. The drive and one pint of blood, no more."

_"Now, that's perfect!”_ Norman cheered, papers rustling in the background. _“Alright Ben, I'll give you the address. Bring the drive and Peter over and you can take May back."_

Even Modell blinked in surprise by the request. Ben frowned at the cell. “Wait, I’m bringing the pint over, Peter isn’t coming—”

_“How would I know if you bring Peter’s blood, or your own, or Max’s, or a random pigeon’s?”_ Norman snapped. _“Bring the drive and Peter. I’ll withdraw the blood myself. And then you, May, and your nephew can leave.”_

Ben swallowed. Norman knew they were at Modell’s house. This was getting more and more dangerous. Peter jerked his head at the cell, mouthing, “Talk to May.”

“Norman, can I talk to her?” Ben asked. “Please, just to make sure she’s fine.”

Norman gave a belligerent sigh. _“Fine!”_

Ben kept his ear pressed to the phone. He and Peter waited with bated breath till the most wonderful voice filled his ears.

_“Ben? Ben, is it you?”_

The worst of the weight eased off his shoulders. Ben closed his eyes, reveling in May’s words. Her sweet voice was anxious but unhurt. 

“Oh, thank god, May!”

Peter flew out from the armchair, appearing next to Ben in nearly a flash. Max jumped, staring gobsmacked at him. The spiders scuttled around, congregating around Ben and Peter now, energized by the sudden jump in emotions.

“May, are you okay?!” Peter asked, breathless.

_“Peter! Yes, I’m fine. I’m okay. Are you and Ben—”_

There was a light scuffle, followed by a gasp. Ben and Peter leaned in so fast they nearly bashed their heads against each other.

_“There,”_ Norman said, unimpressed. _“You heard her. She’s fine. Now, remember what I said. Both Peter and my drive. Come to Horizon Labs at the South West Mason road off the highway. Peter knows the route. Don’t be late. And no tricks, Ben. I know you. You’re nowhere as smart as Richard was, so don’t even try.”_

He cut the call leaving Ben cold with a bitter taste in his mouth. Peter sniffed, eyes tearing up again. 

They had to go to the original testing labs. Back to where it all began.

Max was sitting still as a statue, fixed to the spot as he stared at the colony of spiders that surrounded the Parkers. Ben lowered the phone and looked at the spiders too. They peered back up at him, a thousand pairs of eyes blinking in waves of black.

“Is… is there a plan?” Peter asked, hesitant. “You said he shouldn’t get my blood, but you told him—” 

“He’s not getting your blood,” Ben said. Norman’s words had shaken him. Ben was sure that Norman would have his bases covered. Maybe there was no way to trick him. But Ben couldn’t just let him take Peter’s blood and continue his grotesque experiments.

“Max,” Ben called. The scientist was frozen and didn’t respond.

Ben said louder, “Max! I asked for your help. Will you join us?”

Max gave a nervous laugh, his voice quite high. “I… I don’t think I have a choice?”

Ben rubbed his eyes hastily. “No, you do have a choice. Peter and I can leave your house with all the spiders. But it’ll mean you’re complicit in everything Norman’s done. I know you said he terrorized you for four years, but the authorities won’t understand that. They’ll need a scapegoat and Norman knows it. You have to stick to a side.”

Max, if possible, went paler. Ben thought he smelled bile and immediately held his breath, wondering if the man was about to puke.

“What should I do?” he asked weakly.

Ben hesitated. “Do you know how to take blood?”

“Yes—”

“Then we can do something right here,” Ben continued, sounding slightly hopeful. “We can, I dunno, tamper the sample?”

Peter frowned. “Mr. Osborn shouldn’t notice it, though. But if we take some blood, mix it with anything that can render it useless, and then switch it with the sample he does take from me, that should work right?”

Max exhaled, shaking. “It should…? But we have a virtual simulator in the labs down there. Norman will test the sample in the machine. If anything is off the simulator will alert him. And that will set him off!”

That was not ideal. Okay, Ben, think. Think!

_You’re nowhere as smart as Richard was, so don’t even try._

Ben flinched. The words cut deeper than he’d feared. Richard was the smarter one. Ben had always known that out of the two of them, it was Richie who would grasp all things math and science the fastest whether it was in elementary or an Ivy league uni. It was Rich who would make it to the STEM based field of his choice. 

But Rich had said that Ben was the wiser of the two. It was Bennie who would not let a hurdle phase him, not let a problem get the better of him. Out of both of them, it was Ben who could bounce back from rejection and failure better than Rich.

As a team, they’d made it work. 

But alone, Ben was stumbling.

“Uncle Ben?” Peter whispered, shocking him out of his spiraling thoughts. “What if we trick the simulator? Give him a sample that’ll go bad later but will work when he tests it?”

Ben stared at his child. He wasn’t alone.

“Do we have the time to come up with something like that?” he asked, daring to look at Max with open, honest eyes.

Max swallowed. “We can meddle with the device itself actually. I have a fresh needle here. We can take the blood and mix it with a time-sensitive compound that will stagnate if he tries to use it. But... if he sees me there, he’ll escalate things.”

“Norman already knows we’re here,” Ben grumbled, rolling up his jacket sleeve. “We have to get going as soon as possible or it’ll just get worse. Get the syringe.” 

Max shot off the sofa, eager to get away from the spiders. Peter blinked in confusion.

“Ben… what’re you doing?”

“We’re going to extract a pint of my blood,” Ben said slowly, trying to visualize his plan. “Modell will mix a compound that’ll mess with it properly. Then we drive to Horizon Labs, all three of us with the spiders. Max will sneak up to the security room—”

“I’ll do what?!” Max called out from his office in a stunned voice.

“You’ll stop all the cameras from recording what’s going to happen tonight,” Ben explained. 

“But the cameras will still see us entering the building,” Peter argued. “Mr. Osborn will know! We can send the spiders. Solo is super good at leading them through the vents!”

Ben hadn’t thought about that. See? Peter was smarter than Richie and Mary at this point.

“Okay,” Ben whispered. “Okay, that’ll work better. I don’t want to assume too much, but… Max! Will Norman be working on this alone? Who else could be with him?”

Max rushed out of the darkened room with a carton box. He set it down on the coffee table, careful to keep his distance from the curious spiders.

Peter nudged them out of the way and Ben extended his left arm facing up. Max ripped over a small white cover to bring out a shiny new syringe and a long sleek plastic pipe. He shifted the box to Peter and said, “Find a clear blood bag that’s lined with green on the top. It should have Horizon Labs’ logo on it.”

Peter dug through the box. Max dabbed a drop of rubbing alcohol on the inside of Ben’s elbow. It was cold, giving him goosebumps. 

“Found it,” Peter dragged out a clear plastic bag with the right requirements. Ben knew it was clean enough, but his eyes kept focusing on the layer of dust coating the bag.

“Great,” Max connected one end of the pipe to the bottom of the bag. “I need you to hold it right here. Don’t move it or raise it.”

He clamped the other end of the tube to the lower portion of the syringe. Max looked up. “Ready?”

“Go for it,” Ben said, and tried not to wince when the sharp needle entered his skin. Peter looked away, careful to not jostle the bag.

“You’ve got a good, clear vein,” Max sighed in relief. “This could take a while. I’ll get you something to eat. Open and close your fist a few times.”

Ben kept his breathing level, watching his blood flow through the narrow tube, filling the bag. One pint of irradiated spider-venom infused blood, coming right up.

“Does it hurt?” Peter asked, his voice so low, Ben had to strain to hear.

“Barely. It’s mostly just a pulling sensation.”

“I can’t even look at it.”

“That’s okay,” Ben whispered, smiling. “You’re doing great, Pete.”

“You’re the one losing blood,” Peter complained. “I’m fine! I mean… I’ll be fine too.”

Ben nodded. “It can be daunting, but I’ll be with you the whole time. Norman will take a pint from you and when he’s done and closed the bag, you can pretend to faint or throw up. I’ll switch the bags. They should look the same.”

“Or we wait for him to test it in the simulator first,” Peter added, eyes lighting up. “If we switch the bags after Mr. Osborn tests my blood, then we won’t have to meddle with the simulator.”

Max nodded, looking relieved. “That’s better, now that I think about it. Norman’s the only one whose access codes work on it. It’ll be difficult for me to break into the network from outside.”

“I knew your brain will come in handy someday,” Ben teased. “Good point, bud. But we can’t miss the window. Norman will expect us to want to leave as soon as he gets it.”

Peter nodded. “Right and that’s when I stall and act like retching so he looks away after the blood test?”

“Maybe,” Ben said. He sat back on the couch, resting his head, feeling dizzy. Max walked in from the kitchen with a bottle of coconut flavored Gatorade and a pack of crackers. 

“Half-full,” he said, checking the blood bag. “Just a few more minutes, Mr. Parker.”

Ben opened his eyes, giving a half-smile. “Call me Ben.”

Max was surprised, nearly faltering with the crackers. “Oh… cool.”

Any chuckling from the scene came from Peter and definitely not Ben. He flexed his fist feeling pins and needles all over his lower arm. Max set aside the full blood bag before carefully sliding out the needle from Ben’s arm. Ben exhaled in relief, accepting a small ball of cotton from him.

It ought to heal fast enough, but Max handed over a band-aid anyway. Ben would have to remember to take it off before meeting Norman.

The blood bag was sealed and Ben’s mind whirled as he sipped the Gatorade, thoughts of past blood donation drives flashing through his memories. 

The transparent bag was its own beacon, drawing all of Ben’s senses towards it. Peter couldn’t seem to look away from it either. The spiders gathered around their feet, making Max scramble away. They tried to scuttle up to the top of the coffee table to explore the strange-smelling bag.

Time was ticking. Their plan was half formulated, but Ben had a clearer semblance of it, growing in his brain. He’d discuss the plan again with Peter and Max as they drove to Horizon Labs.

_We’re coming for you, May._

Ben finished half the bottle before saying, “Time to go, bud.”

With a shudder, Peter inhaled, straightening out his shoulders and nodding firmly. The pit of nausea and distress in Ben’s stomach abated by a degree to see his boy try to be tough when all the world knew how soft-hearted Petey was.

The Parkers were nothing if not resilient.

**Notes for the Chapter:**

> Warnings: Threatening, unlawful animal experimentation, self-experimentation, kidnapping, blood depiction.

**Author's Note:**

> More chapter warnings:  
> Near death experience, aftermath of gun violence, reality of family pain and angst.


End file.
